Ultrapar (NYSE: UGP) 2025 earnings, Hidrovias deal and tax credits
Rhea-AI Filing Summary
Ultrapar Participações S.A. filed an amended 2025 annual report to correct its auditor information, confirming Deloitte has served as independent auditor since 2022 and issued unqualified opinions on both the consolidated financial statements and internal controls.
In 2025 Ultrapar generated net revenue of R$142.37 billion, up from R$133.50 billion in 2024, and net income of R$2.54 billion. Operating cash flow from continuing operations reached R$5.42 billion, supporting cash and cash equivalents of R$3.18 billion at year-end. The company acquired control of Hidrovias do Brasil S.A., holding 58.72% of its capital, adding a logistics and waterway infrastructure segment.
The audit report highlights critical audit matters, including the complex valuation and goodwill measurement in the Hidrovias business combination and the recoverability of R$3.86 billion in PIS and COFINS tax credits at subsidiary Ipiranga. Ultrapar reported total assets of R$49.35 billion, total equity of R$17.73 billion, and basic earnings per share of R$2.29 for 2025.
Positive
- Strategic expansion through Hidrovias acquisition: Ultrapar obtained control of Hidrovias do Brasil S.A., ending 2025 with a 58.72% stake, adding logistics and waterway infrastructure operations and contributing to 12.71% of consolidated net assets.
- Solid 2025 profitability and cash generation: Net income reached R$2.54 billion with operating cash flow from continuing operations of R$5.42 billion, supporting increased investments in property, plant, equipment and intangibles of R$2.01 billion.
Negative
- None.
Key Figures
Key Terms
Critical audit matter financial
Business combination financial
PIS and COFINS tax credits financial
Deferred income and social contribution taxes financial
Impairment loss financial
Right-of-use assets financial
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
Why did Ultrapar (UGP) file an amended Form 20-F/A for 2025?
How did Ultrapar (UGP) perform financially in 2025?
What is the significance of Ultrapar’s acquisition of Hidrovias in 2025?
What critical audit matters did Ultrapar’s auditors identify for 2025?
How large are Ultrapar’s PIS and COFINS tax credits at Ipiranga?
What were Ultrapar’s key balance sheet figures at the end of 2025?
As filed with the Securities and Exchange Commission on April 28, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark one)
OR
For the fiscal year ended
OR
OR
Commission file number:
ULTRAPAR PARTICIPAÇÕES S.A.
(Exact name of Registrant as specified in its charter)
(Translation of Registrant’s name into English)
(Jurisdiction of incorporation or organization)
Telephone: 55 11 3177 7014
(Address of principal executive offices)
Telephone:
(Name, telephone, email and/or facsimile number and address of company contact person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
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Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.
The number of outstanding shares as of December 31, 2025, was:
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Note - Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulations S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Non-accelerated Filer ☐ Emerging growth company
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
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U.S. GAAP ☐ |
by the International Accounting Standards Board ☒ |
Other ☐ |
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow: Item 17 ☐ Item 18 ☐
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Explanatory Note
We are amending our Annual Report on Form 20-F for the fiscal year ended December 31, 2025, as originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 29, 2026 (the “Annual Report”), to correct typographical information in the report of the independent registered public accounting firm to indicate that the independent registered public accounting firm has served as the Company’s auditor since 2022.
| F-1 |
| Ultrapar Participações S.A. and Subsidiaries |
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| Independent Auditor’s Report on the Consolidated Financial Statements | F-3 |
| Consolidated statements of financial position as of December 31, 2025 and 2024 | F-8 |
| Consolidated statements of income | F-9 |
| Consolidated statements of comprehensive income | F-10 |
| Consolidated statements of changes in equity | F-11 |
| Consolidated statements of cash flows – indirect method | F-14 |
| 1. Operations | F-15 |
| a. Principles of consolidation and interest in subsidiaries | F-15 |
| 2. Basis of preparation and presentation of consolidated financial statements | F-18 |
| 3. New accounting policies and changes in accounting policies | F-22 |
| 4. Cash and cash equivalents and financial investments | F-23 |
| 5. Trade receivables and reseller financing | F-24 |
| 6. Inventories | F-26 |
| 7. Recoverable taxes and recoverable income and social contributions taxes | F-27 |
| 8. Related parties | F-29 |
| 9. Income and social contribution taxes | F-32 |
| 10. Contractual assets with customers - exclusivity rights | F-37 |
| 11. Investments in subsidiaries, joint ventures and associates | F-37 |
| 12. Right-of-use assets and leases payable | F-41 |
| 13. Property, plant, and equipment | F-45 |
| 14. Intangible assets | F-48 |
| 15. Loans, financing and debentures | F-52 |
| 16. Trade payables | F-55 |
| 17. Employee benefits and private pension plan | F-56 |
| 18. Provisions and contingent liabilities | F-58 |
| 19. Subscription warrants – indemnification | F-62 |
| 20. Equity | F-62 |
| 21. Costs, expenses and other operating results by nature | F-66 |
| 22. Financial result | F-67 |
| 23. Earnings per share | F-68 |
| 24. Segment information | F-69 |
| 25. Financial instruments | F-74 |
| 26. Commitments | F-87 |
| 27. Acquisition of Interest and Control | F-88 |
| 28. Discontinued operation | F-99 |
| 29. Events after the reporting period | F-101 |
| F-2 |
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Deloitte Touche Tohmatsu Av. Dr. Chucri Zaidan, 1.240 - 4º ao 12º pisos - Golden Tower 04711-130 - São Paulo - SP Brasil
Tel.: + 55 (11) 5186-1000 Fax: + 55 (11) 5181-2911 |
To the Shareholders and the Board of Directors of
Ultrapar Participações S.A.
Opinion on the Financial Statements
We have audited the accompanying consolidated statements of financial position of Ultrapar Participações S.A. and subsidiaries (the "Company") as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, changes in equity and cash flows, for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB).
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated April 28, 2026, expressed an unqualified opinion on the Company's internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the . Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Deloitte refers to one or more of Deloitte Touche Tohmatsu Limited (“DTTL”), its global network of member firms, and their related entities (collectively, the “Deloitte organization”). DTTL (also referred to as “Deloitte Global”) and each of its member firms and related entities are legally separate and independent entities, which cannot obligate or bind each other in respect of third parties. DTTL and each DTTL member firm and related entity is liable only for its own acts and omissions, and not those of each other. DTTL does not provide services to clients. Please see www.deloitte.com/about to learn more.
Deloitte provides industry-leading audit and assurance, tax and legal, consulting, financial advisory, and risk advisory services to nearly 90% of the Fortune Global 500® and thousands of private companies. Our people deliver measurable and lasting results that help reinforce public trust in capital markets, enable clients to transform and thrive, and lead the way toward a stronger economy, a more equitable society, and a sustainable world. Building on its 175-plus year history, Deloitte spans more than 150 countries and territories. Learn how Deloitte’s approximately 457,000 people worldwide make an impact that matters at www.deloitte.com.
© 2026. For information, contact Deloitte Global.
| F-3 |
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the Audit and Risks Committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Business Combination – Hidrovias – Refer to Note 27.b to the consolidated financial statements
Critical Audit Matter Description
As disclosed in Note 27.b to the consolidated financial statements, in May 2025 the Company acquired control of Hidrovias do Brasil S.A. (“Hidrovias”), holding 58.72% of its capital as of December 31, 2025. This transaction requires, in accordance with the applicable accounting standards, the recognition by the Company of the business combination, including the measurement, at fair value, of the assets acquired and liabilities assumed, as well as the determination and recognition of goodwill. The determination of these values involves valuation techniques and subjective estimates, such as cash flow projections, discount rates, useful lives and operational assumptions, that require significant judgments by Management.
This topic was considered a critical audit matter due to the materiality of the balances involved, the complexity of the required estimates, the relevant judgments made by Management in concluding that it was a business combination achieved in stages, considering that the Company already had significant influence over Hidrovias before the acquisition of control, and the degree of subjectivity inherent in the assumptions used in the measurement of fair value and in the determination of goodwill.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the business combination of Hidrovias included the following, among others:
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We tested the design, implementation and operating effectiveness of internal controls over the purchase price allocation, and the valuation methodology for estimating the fair value of assets acquired and liabilities assumed. |
| • | We read and evaluated the relevant documents and contracts related to the transaction. |
| • | With the assistance of our specialists in accounting and reporting matters, we evaluated the accounting aspects of the acquisition as a business combination achieved in stages. |
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We tested the computation of the revaluation to fair value of the previous investment and the components of the resulting net gain recorded on the acquisition date. |
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We evaluated the accounting policies applied to the business combination and to the identification of the assets and liabilities recorded at fair value. |
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With the assistance of our valuation specialists, we evaluated the reasonableness of the valuation methodologies and assumptions used in the determination of fair value of identified intangible assets, including testing of the discounted cash flows models and the mathematical accuracy of the calculations. |
| • | We assessed the reasonableness of management’s projections by comparing the assumptions used in the projections, historical data, and results from other areas of the audit. |
| • |
We evaluated the related disclosures in the consolidated financial statements. |
Deloitte refers to one or more of Deloitte Touche Tohmatsu Limited (“DTTL”), its global network of member firms, and their related entities (collectively, the “Deloitte organization”). DTTL (also referred to as “Deloitte Global”) and each of its member firms and related entities are legally separate and independent entities, which cannot obligate or bind each other in respect of third parties. DTTL and each DTTL member firm and related entity is liable only for its own acts and omissions, and not those of each other. DTTL does not provide services to clients. Please see www.deloitte.com/about to learn more.
Deloitte provides industry-leading audit and assurance, tax and legal, consulting, financial advisory, and risk advisory services to nearly 90% of the Fortune Global 500® and thousands of private companies. Our people deliver measurable and lasting results that help reinforce public trust in capital markets, enable clients to transform and thrive, and lead the way toward a stronger economy, a more equitable society, and a sustainable world. Building on its 175-plus year history, Deloitte spans more than 150 countries and territories. Learn how Deloitte’s approximately 457,000 people worldwide make an impact that matters at www.deloitte.com.
© 2026. For information, contact Deloitte Global.
| F-4 |
Recoverable Taxes - Recoverability
of PIS and COFINS tax credits - Ipiranga - Refer to Note 7.a.2
to the consolidated financial statements.
Critical Audit Matter Description
The Company´s subsidiary Ipiranga Produtos de Petróleo S.A. (“Ipiranga”) recorded recoverable tax credits related to PIS and COFINS (Federal Value Added Taxes) of R$3,863,682 as of December 31, 2025, whose realization depends on the generation by Ipiranga of sufficient amounts of qualifying federal tax liabilities in the future. These tax credits may be utilized to offset future PIS and COFINS tax liabilities or other future qualifying federal tax liabilities of Ipiranga, or may be refunded by the Federal Revenue Service through requests if they are filed within the applicable regulatory period.
The evaluation of the recoverability of the PIS and COFINS credits of Ipiranga requires a high degree of judgment by the Company´s management, given the complexity underlying the interpretations of the applicable tax laws, as well as the uncertainties related to the expected timing and amounts to be realized, which are based on estimates and assumptions of future business performance and market conditions, and involve considerable effort on the part of management in preparing the calculations used to support the realization of those tax credits.
This matter was considered a critical audit matter due to the significance of the amounts involved, the complexity and degree of judgment involved in assessing and challenging management’s assumptions and judgments regarding the recoverability of tax credits.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the recoverability of the Ipiranga PIS and COFINS tax credits included the following, among others:
| • | We tested the design, implementation and operating effectiveness of internal controls over management’s assessment of the recoverability of the PIS and COFINS credits, including relevant internal controls over the projections prepared by management and used to support the realization of the tax credits. |
| • | We inspected the approvals of the strategic plan and applicable underlying projections by the Board of Directors. |
| • | We evaluated the significant assumptions used by management in its recoverability assessment, including the timing and character of future qualifying federal tax liabilities, and tested the completeness and accuracy of the data supporting the significant assumptions underlying management´s projections. |
| • | We inquired of executives from the businesses, treasury and controllership areas and challenged the significant assumptions underlying management´s projections in light of historical performance. |
| • | We performed a retrospective analysis, including evaluation of the history of tax credit offsets and refunds, including assessing any contradictory evidence. |
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We evaluated the related disclosures in the financial statements. |
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We assessed the accuracy and completeness of disclosures related to PIS and COFINS tax credits. |
/s/ DELOITTE TOUCHE TOHMATSU Auditores Independentes Ltda
São Paulo, Brazil
We have served as the Company's auditor since 2022.
April 28, 2026
| F-5 |
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Deloitte Touche Tohmatsu Av. Dr. Chucri Zaidan, 1.240 - 4º ao 12º pisos - Golden Tower 04711-130 - São Paulo - SP Brasil
Tel.: + 55 (11) 5186-1000 Fax: + 55 (11) 5181-2911 |
To the Shareholders and the Board of Directors of
Ultrapar Participações S.A.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of
Ultrapar Participações S.A. and subsidiaries (the “Company”) as of December 31,
2025, based on criteria established in the Internal Control - Integrated Framework
(2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO). In our opinion, the Company maintained, in all material
respects, effective internal control over financial reporting as of December
31, 2025, based on criteria established in the Internal Control - Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2025, of the Company and our report dated April 28, 2026, expressed an unqualified opinion on those financial statements.
As described in Management’s Annual Report on Internal Control Over Financial Reporting, the Company’s management excluded from its assessment the internal control over financial reporting at Hidrovias do Brasil S.A., Petrovila Combustíveis S.A., TRR Neoagrodiesel S.A., and MI TRR Transportadora Retalhista e Revendedora de Combustíveis S.A., which were acquired in 2025, and whose combined financial statements constitute 12.71% and 16.20% of net assets and total assets, respectively, 1.19% of revenues, and 4.62% of net income of the consolidated financial statement amounts as of and for the year ended December 31, 2025. Accordingly, our audit did not include the internal control over financial reporting at those entities.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting, appearing in Item 15(b). Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Deloitte refers to one or more of Deloitte Touche Tohmatsu Limited (“DTTL”), its global network of member firms, and their related entities (collectively, the “Deloitte organization”). DTTL (also referred to as “Deloitte Global”) and each of its member firms and related entities are legally separate and independent entities, which cannot obligate or bind each other in respect of third parties. DTTL and each DTTL member firm and related entity is liable only for its own acts and omissions, and not those of each other. DTTL does not provide services to clients. Please see www.deloitte.com/about to learn more.
Deloitte provides industry-leading audit and assurance, tax and legal, consulting, financial advisory, and risk advisory services to nearly 90% of the Fortune Global 500® and thousands of private companies. Our people deliver measurable and lasting results that help reinforce public trust in capital markets, enable clients to transform and thrive, and lead the way toward a stronger economy, a more equitable society, and a sustainable world. Building on its 175-plus year history, Deloitte spans more than 150 countries and territories. Learn how Deloitte’s approximately 457,000 people worldwide make an impact that matters at www.deloitte.com.
© 2026. For information, contact Deloitte Global.
| F-6 |
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/
April 28, 2026
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Ultrapar Participações S.A. and Subsidiaries |
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Consolidated statements of financial position as of December 31, 2025 and 2024
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In thousands of Brazilian Reais) |
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12/31/2025 |
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12/31/2024 |
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12/31/2025 |
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12/31/2024 |
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Assets |
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Liabilities |
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Current assets |
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Current liabilities |
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Cash and cash equivalents |
4.a |
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Trade payables |
16 |
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Financial investments |
4.b |
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Trade payables – reverse factoring |
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Derivative financial instruments |
26.f |
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Loans, financing and debentures |
15 |
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Trade receivables |
5.a |
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Derivative financial instruments |
25.f |
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Reseller financing |
5.a |
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Salaries and related charges |
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Inventories |
6 |
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Taxes payable |
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Recoverable taxes |
7.a |
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Energy trading futures contracts |
25.h |
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Recoverable income and social contribution taxes |
7.b |
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Dividends payable |
20.h |
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Energy trading futures contracts |
25.h |
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Income and social contribution taxes payable |
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Dividends receivable |
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Post-employment benefits |
17.b |
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Other receivables and other assets |
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Provisions for tax, civil and labor risks |
18.a |
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Prepaid expenses |
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Leases payable |
12.b |
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Contractual assets with customers - exclusivity rights |
10 |
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Financial liabilities of customers |
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Total current assets |
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Other payables |
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Total current liabilities |
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Non-current assets |
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Non-current liabilities |
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Financial investments |
4.b |
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Loans, financing and debentures |
15 |
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Derivative financial instruments |
25.f |
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Derivative financial instruments |
25.f |
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Trade receivables |
5.a |
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Energy trading futures contracts |
25.h |
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Reseller financing |
5.a |
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Related parties |
8 |
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Related parties |
8 |
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Deferred income and social contribution taxes |
9.a |
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Deferred income and social contribution taxes |
9.a |
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Post-employment benefits |
17.b |
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Recoverable taxes |
7.a |
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|
Provisions for tax, civil and labor risks |
18.a |
|
|
|
|
|
|
|
Recoverable income and social contribution taxes |
7.b |
|
|
|
|
|
|
|
Leases payable |
12.b |
|
|
|
|
|
|
|
Energy trading futures contracts |
25.h |
|
|
|
|
|
|
|
Financial liabilities of customers |
|
|
|
|
|
|
|
|
Escrow deposits |
18.a |
|
|
|
|
|
|
|
Subscription warrants – indemnification |
19 |
|
|
|
|
|
|
|
Indemnification asset - business combination |
18.c |
|
|
|
|
|
|
|
Provision for loss on investment |
11 |
|
|
|
|
|
|
|
Other receivables and other assets |
|
|
|
|
|
|
|
|
Other payables |
|
|
|
|
|
|
|
|
Prepaid expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contractual assets with customers - exclusivity rights |
10 |
|
|
|
|
|
|
|
Total non-current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share capital |
20.a |
|
|
|
|
|
|
|
Investments in subsidiaries, joint ventures and associates |
11 |
|
|
|
|
|
|
|
Equity instrument granted |
20.b |
|
|
|
|
|
|
|
Right-of-use assets, net |
12 |
|
|
|
|
|
|
|
Capital reserve |
20.d |
|
|
|
|
|
|
|
Property, plant and equipment, net |
13 |
|
|
|
|
|
|
|
Treasury shares |
20.c |
|
( |
) |
|
( |
) |
|
Intangible assets, net |
14 |
|
|
|
|
|
|
|
Revaluation reserve |
20.e |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit reserves |
20.f |
|
|
|
|
|
|
|
Total non-current assets |
|
|
|
|
|
|
|
|
Accumulated other comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition of shares from shareholders |
27.b |
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ultrapar shareholders’ equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-controlling interests |
11 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity |
|
|
|
|
|
|
|
|
Total assets |
|
|
|
|
|
|
|
|
Total liabilities and equity |
|
|
|
|
|
|
|
The accompanying notes are an integral part of the financial statements.
| F-8 |
|
|
| Ultrapar Participações S.A. and Subsidiaries | |
| Consolidated statements of income | |
| For the years ended December 31, 2025, 2024 and 2023 | |
| In thousands of Brazilian Reais) |
|
|
Note |
2025 |
2024 |
2023 |
||||||
|
Continuing operations |
|
|
|
|
||||||
|
Net revenue from sales and services |
|
|
|
|
||||||
|
Cost of products and services sold |
21 |
( |
) |
( |
) |
( |
) | |||
|
Gross profit |
|
|
|
|
||||||
|
Operating income (expenses) |
|
|
|
|
||||||
|
Selling and marketing |
21 |
( |
) |
( |
) |
( |
) | |||
|
General and administrative |
21 |
( |
) |
( |
) |
( |
) | |||
|
Results from disposal of assets |
|
|
|
|
||||||
|
Other operating income (expenses), net |
21 |
|
( |
) |
( |
) | ||||
|
Operating result before share of profit (loss) of subsidiaries, joint ventures and associates, financial result and income and social contribution taxes |
|
|
|
|
||||||
|
Share of profit (loss) of subsidiaries, joint ventures and associates |
11 |
( |
) |
( |
) |
|
||||
|
Amortization of fair value adjustments on associates acquisition |
11 |
( |
) |
( |
) |
|
||||
|
Gain on acquisition of control of associate |
27.b |
|
|
|
||||||
|
Total share of profit (loss) of subsidiaries, joint ventures and associates |
|
( |
) |
( |
) |
|
||||
|
|
|
|
|
|
||||||
|
Income before financial result and income and social contribution taxes |
|
|
|
|
||||||
|
Financial income |
22 |
|
|
|
||||||
|
Financial expenses |
22 |
( |
) |
( |
) |
( |
) | |||
|
Financial result, net |
22 |
( |
) |
( |
) |
( |
) | |||
|
Income before income and social contribution taxes |
|
|
|
|
||||||
|
Income and social contribution taxes |
|
|
|
|
||||||
|
Current |
9.b |
( |
) |
( |
) |
( |
) | |||
|
Deferred |
9.b |
( |
) |
( |
) |
|
||||
|
|
|
( |
) |
( |
) |
( |
) | |||
|
Net income from continuing operations |
|
|
|
|
||||||
|
Discontinued operations |
|
|
|
|
||||||
|
Net income (loss) from discontinued operations |
28 |
( |
) |
|
|
|||||
|
Net income for the year |
|
|
|
|
||||||
|
Income attributable to: |
|
|
|
|
||||||
|
Shareholders of Ultrapar |
|
|
|
|
||||||
|
Non-controlling interests in subsidiaries |
11 |
|
|
|
||||||
|
Total earnings per share from continuing operations (based on the weighted average number of shares outstanding) – R$ |
|
|
|
|
||||||
|
Basic |
23 |
|
|
|
||||||
|
Diluted |
23 |
|
|
|
||||||
|
Earnings per share from discontinued operations (based on the weighted average number of shares outstanding) – R$ |
|
|
|
|
||||||
|
Basic |
23 |
( |
) |
|
|
|||||
|
Diluted |
23 |
( |
) |
|
|
|||||
|
Total earnings per share (based on the weighted average number of shares outstanding) – R$ |
|
|
|
|
||||||
|
Basic |
23 |
|
|
|
||||||
|
Diluted |
23 |
|
|
|
The accompanying notes are an integral part of the financial statements.
| F-9 |
|
|
| Ultrapar Participações S.A. and Subsidiaries | |
| Consolidated statements of comprehensive income | |
| As of December 31, 2025 and 2024 | |
| In thousands of Brazilian Reais) |
|
|
|
|
|
|||||||
|
|
Note |
|
2025 |
2024 |
2023 |
|||||
|
Net income for the year, attributable to shareholders of Ultrapar |
|
|
|
|
|
|||||
|
Net income for the year, attributable to non-controlling interests in subsidiaries |
|
|
|
|
|
|||||
|
Net income for the year |
|
|
|
|
|
|||||
|
Items that will be subsequently reclassified to profit or loss: |
|
|
|
|
|
|||||
|
Fair value adjustments of financial instruments of subsidiaries, joint ventures and associates, net of income and social contribution taxes |
20.g |
|
|
( |
) | |||||
|
Translation adjustments of subsidiaries |
20.g |
|
( |
) |
|
|
||||
|
Items that will not be subsequently reclassified to profit or loss: |
|
|
|
|
|
|||||
|
Actuarial gains of post-employment benefits, net of income and social contribution taxes |
20.g |
|
|
|
( |
) | ||||
|
Total comprehensive income for the year |
|
|
|
|
|
|||||
|
Total comprehensive income for the year attributable to shareholders of Ultrapar |
|
|
|
|
|
|||||
|
Total comprehensive income for the year attributable to non-controlling interests in subsidiaries |
|
|
|
|
|
|||||
The accompanying notes are an integral part of the financial statements.
| F-10 |
|
|
| Ultrapar Participações S.A. and Subsidiaries | |
| Consolidated statements of changes in equity | |
| For the years ended December 31, 2025, 2024 and 2023 | |
| (In thousands of Brazilian Reais, except dividends per share) |
|
|
|
|
|
|
|
|
|
|
|
Profit reserves |
|
|
|
|
Equity attributable to: |
|
|||||||||||||||||||||||
|
|
Note |
Share capital |
|
Equity instrument granted |
Capital reserve |
|
Treasury shares |
|
Revaluation reserve of subsidiaries |
Legal reserve |
|
Investments statutory reserve |
Accumulated other comprehensive income |
Retained earnings |
|
Additional dividends to the minimum mandatory dividends |
Shareholders of Ultrapar |
|
Non-controlling interests (i) |
Consolidated |
|||||||||||||||||||
|
Balance as of December 31, 2022 |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
‐ |
|
|
|
|
|
|
||||||||||||||||||
|
Net income for the year |
- |
‐ |
|
‐ |
‐ |
|
‐ |
|
‐ |
‐ |
|
‐ |
‐ |
|
|
‐ |
|
|
|
|
|||||||||||||||||||
|
Other comprehensive income |
- |
‐ |
|
‐ |
‐ |
|
‐ |
|
‐ |
‐ |
|
‐ |
( |
) |
‐ |
|
‐ |
( |
) |
|
( |
) |
( |
) | |||||||||||||||
|
Total comprehensive income for the year |
|
‐ |
|
‐ |
‐ |
|
‐ |
|
‐ |
‐ |
|
‐ |
( |
) |
|
|
‐ |
|
|
|
|
||||||||||||||||||
|
Issuance of shares related to the subscription warrants - indemnification |
- |
‐ |
|
‐ |
|
|
‐ |
|
‐ |
‐ |
|
‐ |
‐ |
‐ |
|
‐ |
|
|
‐ |
|
|||||||||||||||||||
|
Equity instrument granted |
8.c; 20.b |
‐ |
|
|
( |
) |
|
|
|
‐ |
‐ |
|
‐ |
‐ |
‐ |
|
‐ |
|
|
‐ |
|
||||||||||||||||||
|
Realization of revaluation reserve of subsidiaries |
- |
‐ |
|
‐ |
‐ |
|
‐ |
|
( |
) |
‐ |
|
‐ |
‐ |
|
|
‐ |
( |
) |
|
‐ |
( |
) | ||||||||||||||||
|
Capital increase with reserves |
20.a |
|
|
‐ |
‐ |
|
‐ |
|
‐ |
( |
) |
|
( |
) |
‐ |
‐ |
|
‐ |
‐ |
|
‐ |
‐ |
|||||||||||||||||
|
Shareholder transaction - changes of ownership interest |
- |
‐ |
|
‐ |
‐ |
|
‐ |
|
‐ |
‐ |
|
|
‐ |
‐ |
|
‐ |
|
|
‐ |
|
|||||||||||||||||||
|
Loss due to change in ownership interest |
- |
‐ |
|
‐ |
‐ |
|
‐ |
|
‐ |
‐ |
|
‐ |
‐ |
‐ |
|
‐ |
‐ |
|
( |
) |
( |
) | |||||||||||||||||
|
Dividends prescribed |
- |
‐ |
|
‐ |
‐ |
|
‐ |
|
‐ |
‐ |
|
‐ |
‐ |
|
|
‐ |
|
|
‐ |
|
|||||||||||||||||||
|
Special reserve for mandatory dividend not distributed to non-controlling shareholders |
|
‐ |
|
‐ |
‐ |
|
‐ |
|
‐ |
‐ |
|
‐ |
‐ |
‐ |
|
‐ |
‐ |
|
( |
) |
( |
) | |||||||||||||||||
|
Non-controlling interest in acquired subsidiary |
|
‐ |
|
‐ |
‐ |
|
‐ |
|
‐ |
‐ |
|
‐ |
‐ |
‐ |
|
‐ |
‐ |
|
|
|
|||||||||||||||||||
|
Allocation of net income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
|
Legal reserve |
|
‐ |
|
‐ |
‐ |
|
‐ |
|
‐ |
|
|
‐ |
‐ |
( |
) |
|
‐ |
‐ |
|
‐ |
‐ |
||||||||||||||||||
|
Investments statutory reserve |
|
‐ |
|
‐ |
‐ |
|
‐ |
|
‐ |
‐ |
|
|
‐ |
( |
) |
|
‐ |
‐ |
|
‐ |
‐ |
||||||||||||||||||
|
Additional minimum mandatory dividend (R$ |
|
‐ |
|
‐ |
‐ |
|
‐ |
|
‐ |
‐ |
|
‐ |
‐ |
( |
) |
|
‐ |
( |
) |
|
‐ |
( |
) | ||||||||||||||||
|
Additional dividends (R$ |
|
‐ |
|
‐ |
‐ |
|
‐ |
|
‐ |
‐ |
|
‐ |
‐ |
( |
) |
|
|
‐ |
|
‐ |
‐ |
||||||||||||||||||
|
Dividends attributable to non-controlling interests |
- |
‐ |
|
‐ |
‐ |
|
‐ |
|
‐ |
‐ |
|
‐ |
‐ |
‐ |
|
‐ |
‐ |
|
( |
) |
( |
) | |||||||||||||||||
|
Approval of additional dividends by the Ordinary General Shareholders’ Meeting |
- |
‐ |
|
‐ |
‐ |
|
‐ |
|
‐ |
‐ |
|
‐ |
‐ |
‐ |
|
( |
) |
( |
) |
|
‐ |
( |
) | ||||||||||||||||
|
Interim dividends (R$ |
|
‐ |
|
‐ |
‐ |
|
‐ |
|
‐ |
‐ |
|
‐ |
‐ |
( |
) |
|
‐ |
( |
) |
|
‐ |
( |
) | ||||||||||||||||
|
Balance as of December 31, 2023 |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
‐ |
|
|
|
|
|
|
||||||||||||||||||
| F-11 |
|
|
| Ultrapar Participações S.A. and Subsidiaries | |
| Consolidated statements of changes in equity | |
| For the years ended December 31, 2025, 2024 and 2023 | |
| (In thousands of Brazilian Reais, except dividends per share) |
|
|
|
|
|
|
|
|
|
|
|
|
Equity attributable to: |
|
|
|||||||||||||||||||||||
|
|
Note |
Share capital |
Equity instrument granted |
Capital reserve |
Treasury shares |
Revaluation reserve |
Profit reserves |
Accumulated other comprehensive income |
Acquisition of shares from shareholders |
Retained earnings |
Shareholders of Ultrapar |
|
Non-controlling interests (i) |
|
Consolidated total equity |
|||||||||||||||||||||
|
Balance as of December 31, 2023 |
|
|
|
|
( |
) |
|
|
|
|
‐ |
|
|
|
|
|
||||||||||||||||||||
|
Net income for the year |
- |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
|
|
|
|
|
|
|||||||||||||||||||||
|
Other comprehensive income |
- |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
|
‐ |
‐ |
|
|
|
|
|
|||||||||||||||||||||
|
Total comprehensive income for the year |
|
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
|
‐ |
|
|
|
|
|
|
|||||||||||||||||||||
|
Issuance of shares related to the subscription warrants - indemnification |
- |
‐ |
‐ |
|
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
|
|
‐ |
|
|
|||||||||||||||||||||
|
Equity instrument granted |
8.d; 20.b |
‐ |
|
|
|
‐ |
‐ |
‐ |
‐ |
‐ |
|
|
|
|
|
|||||||||||||||||||||
|
Purchase of treasury shares |
- |
‐ |
‐ |
‐ |
( |
) |
‐ |
‐ |
‐ |
‐ |
‐ |
( |
) |
|
‐ |
|
( |
) | ||||||||||||||||||
|
Realization of revaluation reserve of subsidiaries |
- |
‐ |
‐ |
‐ |
‐ |
( |
) |
‐ |
‐ |
‐ |
|
‐ |
|
‐ |
|
‐ |
||||||||||||||||||||
|
Setting up of reserves |
20.a |
‐ |
‐ |
|
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
|
|
( |
) |
|
|||||||||||||||||||||
|
Shareholder transaction - changes of ownership interest |
- |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
|
|
|
|
|
|
|||||||||||||||||||||
|
Dividends prescribed |
- |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
|
|
|
‐ |
|
|
|||||||||||||||||||||
|
Non-controlling interest in acquired subsidiary |
|
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
|
|
|
|
|||||||||||||||||||||
|
Allocation of net income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Legal reserve |
20.f |
‐ |
‐ |
‐ |
‐ |
‐ |
|
‐ |
‐ |
( |
) |
‐ |
|
‐ |
|
‐ |
||||||||||||||||||||
|
Investments statutory reserve |
20.f |
‐ |
‐ |
‐ |
‐ |
‐ |
|
‐ |
‐ |
( |
) |
- |
|
‐ |
|
- |
||||||||||||||||||||
|
Additional minimum mandatory dividend for the year (R$ |
20.h |
- |
- |
- |
- |
- |
- |
- |
- |
( |
) |
( |
) |
|
- |
|
( |
) | ||||||||||||||||||
|
Additional dividends (R$ |
20.f |
‐ |
‐ |
‐ |
‐ |
‐ |
|
‐ |
‐ |
( |
) |
‐ |
|
‐ |
|
‐ |
||||||||||||||||||||
|
Interest on equity attributable to non-controlling interests |
|
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
|
( |
) |
( |
) | ||||||||||||||||||||
|
Dividends attributable to non-controlling interests |
- |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
|
( |
) |
( |
) | ||||||||||||||||||||
|
Interim dividends (R$ |
20.h |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
( |
) |
( |
) |
|
‐ |
|
( |
) | ||||||||||||||||||
|
Approval of additional dividends by the Ordinary General Shareholders’ Meeting |
20.h |
‐ |
‐ |
‐ |
‐ |
‐ |
( |
) |
‐ |
‐ |
‐ |
( |
) |
|
‐ |
|
( |
) | ||||||||||||||||||
|
Balance as of December 31, 2024 |
|
|
|
|
( |
) |
|
|
|
|
‐ |
|
|
|
|
|
||||||||||||||||||||
| F-12 |
|
|
| Ultrapar Participações S.A. and Subsidiaries | |
| Consolidated statements of changes in equity | |
| For the years ended December 31, 2025, 2024 and 2023 | |
| (In thousands of Brazilian Reais, except dividends per share) |
|
|
|
|
|
|
|
|
|
|
|
|
Equity attributable to: |
|
|
|||||||||||||||||||||||
| Note | Share capital | Equity instrument granted | Capital reserve | Treasury shares | Revaluation reserve | Profit reserves | Accumulated other comprehensive income | Acquisition of shares from shareholders | Retained earnings | Shareholders of Ultrapar | Non-controlling interests (i) | Consolidated total equity | ||||||||||||||||||||||||
| Balance as of December 31, 2024 | |
|
|
( |
) | |
|
|
|
|
|
|||||||||||||||||||||||||
|
Net income for the year |
|
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
|
|
|
|
|
|
|||||||||||||||||||||
|
Other comprehensive income |
|
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
|
‐ |
‐ |
|
|
|
|
|
|||||||||||||||||||||
|
Total comprehensive income for the year |
|
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
|
‐ |
|
|
|
|
|
|
|||||||||||||||||||||
|
Issuance of shares related to the subscription warrants - indemnification |
|
‐ |
‐ |
|
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
|
|
‐ |
|
|
|||||||||||||||||||||
|
Equity instrument granted |
8.d; 20.b |
‐ |
|
( |
) |
|
‐ |
‐ |
‐ |
‐ |
‐ |
|
|
( |
) |
|
||||||||||||||||||||
|
Purchase of treasury shares |
20.c |
‐ |
‐ |
‐ |
( |
) |
‐ |
‐ |
‐ |
‐ |
‐ |
( |
) |
|
‐ |
|
( |
) | ||||||||||||||||||
|
Realization of revaluation reserve |
- |
‐ |
‐ |
‐ |
‐ |
( |
) |
‐ |
‐ |
‐ |
|
‐ |
|
‐ |
|
‐ |
||||||||||||||||||||
|
Capital increase with reserves |
20.a |
|
‐ |
‐ |
‐ |
‐ |
( |
) |
‐ |
‐ |
‐ |
‐ |
|
‐ |
|
‐ |
||||||||||||||||||||
|
Capital increase of non-controlling shareholders |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
|
|
|
|
|||||||||||||||||||||
|
Shareholder transaction |
27.b |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
( |
) |
( |
) |
( |
) |
|
‐ |
|
( |
) | |||||||||||||||||
|
Setting up of reserves |
20.d |
‐ |
‐ |
|
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
|
|
‐ |
|
|
|||||||||||||||||||||
|
Non-controlling interest in the equity of acquired subsidiary – Hidrovias |
27.b |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
|
|
|
|
|||||||||||||||||||||
|
Variation in change of ownership interest of non-controlling shareholders |
- |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
|
( |
) |
( |
) | ||||||||||||||||||||
|
Non-controlling interest in the equity of acquired subsidiary |
- |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
|
|
|
|
|||||||||||||||||||||
|
Payment of dividends for the prior year |
20.h |
‐ |
‐ |
‐ |
‐ |
‐ |
( |
) |
‐ |
‐ |
‐ |
( |
) |
|
‐ |
|
( |
) | ||||||||||||||||||
|
Allocation of net income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Legal reserve |
20.f |
‐ |
‐ |
‐ |
‐ |
‐ |
|
‐ |
‐ |
( |
) |
‐ |
|
- |
|
- |
||||||||||||||||||||
|
Investments statutory reserve |
20.f |
‐ |
‐ |
‐ |
‐ |
‐ |
|
‐ |
‐ |
( |
) |
‐ |
|
- |
|
- |
||||||||||||||||||||
|
Minimum mandatory dividends for the year |
20.h |
‐ |
‐ |
‐ |
‐ |
‐ |
- |
‐ |
‐ |
( |
) |
( |
) |
|
- |
|
( |
) | ||||||||||||||||||
|
Additional dividends to the minimum mandatory dividends |
20.h |
‐ |
‐ |
‐ |
‐ |
‐ |
- |
‐ |
‐ |
( |
) |
( |
) |
|
- |
|
( |
) | ||||||||||||||||||
|
Dividends and interest on equity attributable to non-controlling interests |
- |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
‐ |
|
( |
) |
( |
) | ||||||||||||||||||||
|
Balance as of December 31, 2025 |
|
|
|
|
( |
) |
|
|
|
( |
) |
|
|
|
|
|
|
|||||||||||||||||||
| (i) |
| F-13 |
|
|
| Ultrapar Participações S.A. and Subsidiaries | |
| Consolidated statements of cash flows – indirect method | |
| As of December 31, 2025 and 2024 | |
| In thousands of Brazilian Reais) |
|
|
|
|
|
|||||||
|
|
Note |
2025 |
2024 |
2023 |
||||||
|
CASH FLOWS FROM CONTINUING OPERATING ACTIVITIES |
|
|
|
|
||||||
|
Net income from continuing operations |
|
|
|
|
||||||
|
Adjustments to reconcile net income to cash provided (consumed) by operating activities |
|
|
|
|
||||||
|
Share of profit (loss) of subsidiaries, joint ventures and associates and amortization of fair value adjustments on associates acquisition |
11 |
|
|
( |
) | |||||
|
Amortization of contractual assets with customers - exclusivity rights |
10 |
|
|
|
||||||
|
Amortization of right-of-use assets |
12 |
|
|
|
||||||
|
Depreciation and amortization |
13; 14 |
|
|
|
||||||
|
Interest, monetary variations and foreign exchange variations |
|
|
|
|
||||||
|
Current and deferred income and social contribution taxes |
9.b |
|
|
|
||||||
|
Gain (loss) on disposal or write-off of assets |
|
( |
) |
( |
) |
( |
) | |||
|
Equity instrument granted |
|
|
|
|
||||||
|
Gain (loss) on the fair value of energy contracts |
|
( |
) |
( |
) |
|
||||
|
Provision for decarbonization - CBIO |
|
|
|
|
||||||
|
Revaluation of investment in associates |
27.b |
( |
) |
|
|
|||||
|
Provisions for tax, civil and labor risks |
|
( |
) |
( |
) |
|
||||
|
Other provisions and adjustments |
|
( |
) |
( |
) |
( |
) | |||
|
|
|
|
|
|
||||||
|
(Increase) decrease in assets |
|
|
|
|
||||||
|
Trade receivables and reseller financing |
5 |
( |
) |
|
|
|||||
|
Inventories |
6 |
( |
) |
|
|
|||||
|
Recoverable taxes |
|
( |
) |
( |
) |
( |
) | |||
|
Dividends received from subsidiaries, associates and joint ventures |
|
|
|
|
||||||
|
Other assets |
|
|
( |
) |
( |
) | ||||
|
Increase (decrease) in liabilities |
|
|
|
|
||||||
|
Trade payables and trade payables - reverse factoring |
16 |
( |
) |
( |
) |
( |
) | |||
|
Salaries and related charges |
|
|
( |
) |
|
|||||
|
Taxes payable |
|
|
( |
) |
( |
) | ||||
|
Income and social contribution taxes payable |
|
( |
) |
( |
) |
( |
||||
|
Other liabilities |
|
|
( |
) |
|
|||||
|
Acquisition of CBIO and carbon credits |
14 |
( |
) |
( |
) |
( |
) | |||
|
Payments of contractual assets with customers - exclusivity rights |
10 |
( |
) |
( |
) |
( |
||||
|
Payment of contingencies |
|
( |
) |
( |
) |
( |
) | |||
|
Income and social contribution taxes paid |
|
( |
) |
( |
) |
( |
) | |||
|
Net cash provided by continuing operating activities |
|
|
|
|
||||||
|
Net cash provided by discontinued operating activities |
|
|
|
|
||||||
|
Net cash provided by operating activities |
|
|
|
|
||||||
|
CASH FLOWS FROM INVESTING ACTIVITIES |
|
|
|
|
||||||
|
Financial investments, net of redemptions |
4.b |
( |
) |
( |
) |
|
||||
|
Acquisition of property, plant and equipment and intangible assets |
13; 14 |
( |
) |
( |
) |
( |
) | |||
|
Sale of investments and other assets |
|
|
|
|
||||||
|
Acquisition of investments and other assets |
|
( |
) |
( |
) |
( |
) | |||
|
Cash acquired in business combination |
|
|
|
|
||||||
|
Net cash consumed by continuing investing activities |
|
( |
) |
( |
) |
( |
) | |||
|
Net cash consumed by discontinued investing activities |
|
( |
) |
|
|
|||||
|
Net cash consumed by investing activities |
|
( |
) |
( |
) |
( |
) | |||
|
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
||||||
|
Loans, financing and debentures |
|
|
|
|
||||||
|
Proceeds |
15 |
|
|
|
||||||
|
Repayments |
15 |
( |
) |
( |
) |
( |
) | |||
|
Interest and derivatives (paid) or received |
|
( |
) |
( |
) |
( |
) | |||
|
Payments of lease |
|
|
|
|
||||||
|
Principal and interest paid |
12.b |
( |
) |
( |
) |
( |
) | |||
|
Dividends paid |
|
( |
) |
( |
) |
( |
) | |||
|
Proceeds from financial liabilities of customers |
|
|
|
|
||||||
|
Payments of financial liabilities of customers |
|
( |
) |
( |
) |
( |
) | |||
|
Capital increase made by non-controlling shareholders and redemption of shares |
|
( |
) |
|
|
|||||
|
Repurchase of treasury shares |
|
( |
) |
( |
) |
|
||||
|
Related parties |
|
( |
) |
( |
) |
( |
) | |||
|
Net cash consumed by continuing financing activities |
|
( |
) |
( |
) |
( |
) | |||
|
Net cash consumed by discontinued financing activities |
|
( |
) |
|
|
|||||
|
Net cash consumed by financing activities |
|
( |
) |
( |
) |
( |
) | |||
|
Effect of exchange rate changes on cash and cash equivalents in foreign currency - continuing operations |
|
( |
) |
|
( |
) | ||||
|
Increase (decrease) in cash and cash equivalents - continuing operations |
|
|
( |
) |
|
|||||
|
Increase (decrease) in cash and cash equivalents - discontinued operations |
|
( |
) |
|
|
|||||
|
Cash and cash equivalents at the beginning of the year - continuing operations |
4.a |
|
|
|
||||||
|
Cash and cash equivalents at the beginning of the year - discontinued operations |
|
|
|
|
||||||
|
Cash and cash equivalents at the end of the year - continuing operations |
4.a |
|
|
|
||||||
|
Non-cash transactions: |
|
|
|
|
||||||
|
Addition and remeasurement on right-of-use assets and leases payable |
12 |
|
|
|
||||||
|
Addition on contractual assets with customers - exclusivity rights |
10 |
|
|
|
||||||
|
Reclassification between financial assets and investment in associates |
|
|
|
|
||||||
|
Issuance of shares related to the subscription warrants - indemnification - Extrafarma acquisition |
|
|
|
|
||||||
|
Acquisition of property, plant and equipment and intangible assets without cash effect |
|
|
|
|
||||||
The accompanying notes are an integral part of the financial statements.
| F-14 |
|
|
| Ultrapar Participações S.A. and Subsidiaries | |
| Notes to the financial statements | |
| For the year ended December 31, 2025 |
Ultrapar Participações S.A. (“Ultrapar” or “Company”) is a publicly-traded company headquartered at the Brigadeiro Luís Antônio Avenue, 1343 in the city of São Paulo – SP, Brazil, listed on B3 S.A. – Brasil, Bolsa, Balcão (“B3”), in the Novo Mercado listing segment under the ticker “UGPA3” and on the New York Stock Exchange (“NYSE”) in the form of level III American Depositary Receipts (“ADRs”) under the ticker “UGP”.
The Company engages in the investment of its own capital in services, commercial and industrial activities, through the subscription or acquisition of shares of other companies. Through its subsidiaries, it operates on liquefied petroleum gas distribution and other energies (“Ultragaz”), fuel distribution and related businesses (“Ipiranga” or “IPP”), storage services for liquid bulk (“Ultracargo”) and logistics and waterway and multimodal infrastructure (“Hidrovias”). The information on segments is disclosed in Note 24.
These financial statements were authorized for issuance by the Management on April 28, 2026.
In the preparation of the consolidated financial statements the investments of one company in another, balances of asset and liability accounts, revenue transactions, costs and expenses were eliminated, as well as the effects of transactions conducted between the companies. Non-controlling interests in subsidiaries are presented within consolidated equity and net income.
Consolidation of a subsidiary begins when the Company obtains direct or indirect control over an entity and ceases when the company loses control. Income and expenses of a subsidiary acquired are included in the consolidated statements of income and of comprehensive income from the date the Company gains control. Income and expenses of a subsidiary, in which the Company loses control, are included in the consolidated statements of income and of comprehensive income until the date the Company loses control.
When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Company’s accounting policies.
| F-15 |
|
|
| Ultrapar Participações S.A. and Subsidiaries | |
| Notes to the financial statements | |
| For the year ended December 31, 2025 |
a.2 Interest in subsidiaries
The consolidated financial statements include the following direct and indirect subsidiaries:
| Interest % roudend | ||||||||||||||||
| 12/31/2025 | 12/31/2024 | 12/31/2023 | ||||||||||||||
| Control | Control | Control | ||||||||||||||
|
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Location |
Segment |
|
Direct |
|
Indirect |
|
Direct |
|
Indirect |
|
Direct |
Indirect |
||
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- |
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- |
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- |
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- |
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- |
- |
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- |
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- |
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- |
- |
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- |
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- |
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- |
- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
- |
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| F-16 |
|
|
| Ultrapar Participações S.A. and Subsidiaries | |
| Notes to the financial statements | |
| For the year ended December 31, 2025 |
| (1) | |
| (2) | |
| (3) | |
| (4) | |
| (5) | |
| (6) | |
| (7) | |
| (8) | |
| (9) | |
| (10) | |
| (11) | |
| (12) | |
| (13) | |
| (14) | |
| (15) | |
| (16) | |
| (17) | |
| (18) | |
| (19) |
|
| (20) | |
| (21) | |
| (22) |
b. Main events that occurred in the year
b.1 Acquisition of significant ownership interest in Hidrovias
On May 8, 2025, the Company, through its subsidiary Ultra Logística, acquired additional shares in Hidrovias do Brasil S.A. (“Hidrovias”), becoming the controlling shareholder. As of December 31, 2025, the ownership interest in this investee’s share capital was
| F-17 |
|
|
| Ultrapar Participações S.A. and Subsidiaries | |
| Notes to the financial statements | |
| For the year ended December 31, 2025 |
The consolidated financial statements (“financial statements”), identified as Parent and Consolidated, have been prepared in accordance with the International Financial Reporting Standards (“IFRS Accounting Standards”) issued by the International Accounting Standards Board (“IASB”).
The financial statements were prepared and are presented:
| a. | using consistent accounting policies and practices for Ultrapar and in its subsidiaries in all the years presented in these financial statements | |
| b. | in thousands of Brazilian Reais (“R$”), which is the Company’s functional currency, unless otherwise stated. The functional currency of Hidrovias’ subsidiaries in Uruguay, Paraguay, the Netherlands and Luxembourg is the U.S. dollar. The effects of translating the functional currency of foreign subsidiaries to Real are accounted for in equity as “Other comprehensive income”. | |
| The financial information of foreign subsidiaries (Paraguay, Uruguay, Luxembourg and the Netherlands) is presented in Reais, translating the functional currency to the presentation currency, according to the following procedures: | ||
| • Assets and liabilities were translated using the closing rate at the reporting date; | ||
| • Equity was translated at historical cost; and | ||
| • Income and expenses were translated using the average monthly rate. | ||
| c. |
considering all relevant proprietary information, which has been disclosed and corresponds to that used by the Company’s and its subsidiaries’ Management.
|
|
| d. |
according to Management’s judgments, estimates, and assumptions in the application of accounting policies that affect the reported amounts of income, expenses, assets, and liabilities, including contingent liabilities. The uncertainty related to these judgments, assumptions and estimates could lead to results that require a significant adjustment to the carrying amount of certain assets and liabilities in future years.
|
|
| e. |
based on the historical cost, except for the following material items recognized in the statements of financial position:
|
|
|
(i) Financial investments measured at fair value;
|
||
|
(ii) derivative and non-derivative financial instruments measured at fair value;
|
||
|
(iii) loans and financing measured at fair value;
|
||
|
(iv) future energy contracts measured at fair value;
|
||
|
(v) share-based payments and employee benefits measured at fair value; and
|
||
|
(vi) deemed cost of property, plant and equipment.
|
| F-18 |
|
|
| Ultrapar Participações S.A. and Subsidiaries | |
| Notes to the financial statements | |
| For the year ended December 31, 2025 |
Material accounting policies
The financial statements were prepared using consistent accounting policies and practices on Ultrapar and its subsidiaries.
Accounting policies are presented in their respective notes, except for those described below:
a. Foreign currency transactions
Foreign currency transactions carried out by the Company and its subsidiaries are remeasured into their functional currency at the exchange rate prevailing on the date of each transaction. Outstanding monetary assets and liabilities of the Company and its subsidiaries are translated using the exchange rate on the date of the financial statements. The effect of the difference between those exchange rates is recognized in financial results until the conclusion of each transaction.
b. Basis for translation of financial statements of foreign subsidiaries
b.1 Foreing subsidiaries without administrative authority
The Company has foreign subsidiaries without administrative authority. Assets and liabilities of the other foreign subsidiaries, which do not have administrative authority, are considered an extension of the activities of their parent company and are translated using the exchange rate at the date of the financial statements. Gains and losses resulting from changes in these foreign investments may be recognized as financial result or equity, depending on the subsidiary’s functional currency.
c. Use of estimates, assumptions and judgments
The preparation of the financial statements requires the use of estimates, assumptions, and judgments for the accounting and disclosure of certain assets, liabilities, and profit or loss. Therefore, the management of the company and its subsidiaries uses the best information available as of the date of preparation of the financial statements, as well as the experience of past and current events, also considering assumptions regarding future events. The estimates and assumptions are reviewed periodically.
c.1 Judgments
Information on the judgments is included in: the determination of control in subsidiaries, the determination of joint control in joint ventures, and the determination of significant influence in associates (Note 11).
c.2 Uncertainties related to the assumptions and estimates
The information regarding uncertainties related to the assumptions and estimates are included in: determining the fair value of financial instruments including derivatives (Notes 4, 15 and 25), the determination of the loss allowance for expected credit losses (Note 5), the determination of provisions for losses on inventories (Note 6), the estimates of realization of deferred IRPJ and CSLL amounts (Note 9), realization amount of tax recoverable (Note 7), the useful lives and discount rate of right-of-use assets (Note 12), the useful lives of property, plant and equipment (Note 13), the useful lives of intangible assets and recoverable value of assets, including goodwill (Note 14), provisions for tax, civil, and labor risks (Note 18), estimates for the preparation of actuarial reports (Note 17), determination of fair value of subscription warrants – indemnification (Notes 19 and 25), and definition of fair value of the contingent consideration set for the business combination (Note 27). The actual result of the transactions and information may differ from their estimates.
| F-19 |
|
|
| Ultrapar Participações S.A. and Subsidiaries | |
| Notes to the financial statements | |
| For the year ended December 31, 2025 |
d. Impairment of property, plant and equipment and intangible assets, including goodwill
The Company and its subsidiaries review the existence of indications of impairment of property, plant and equipment and intangible assets on a quarterly basis. For intangible assets with an indefinite useful life the review is done annually or more frequently when there is an indication that such assets might be impaired. If there is an indication of impairment, the Company and its subsidiaries estimate the recoverable amount of the asset. Assets that cannot be evaluated individually are grouped in the smallest group of assets that generate cash inflow from continuous use and that are largely independent of cash flows of other assets (cash generating units “CGU”). The identified CGUs for the evaluation of impairment are similar to reported segments in financial statements. The recoverable amount of assets or CGUs corresponds to the greater of their fair value net of applicable direct selling expenses and their value in use.
The fair value less costs to sell is determined by the price that would be received to sell an asset in an orderly transaction between market participants at the measurement date, net of costs of removing the asset, and direct incremental costs to bring an asset into condition for its sale, legal costs, and taxes.
To assess the value in use, the projections of future cash flows, trends, and outlooks, as well as the effects of obsolescence, demand, competition, and other economic factors were considered. Such cash flows are discounted to their present values using the discount rate before tax that reflects market conditions for the period of impairment testing and the specific risks of the asset or CGU being evaluated. In cases where the expected discounted future cash flows are less than their carrying amount, an impairment loss is recognized for the amount by which the carrying amount exceeds the fair value of these assets in profit or loss. In case goodwill has been allocated to a CGU, the recognized losses are first allocated to reduce the corresponding goodwill. If the goodwill is not enough to absorb such losses, the surplus is allocated to the assets on a pro-rata basis. An impairment of goodwill cannot be reversed. For other assets, impairment losses are reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if the impairment had not been recognized.
As of December 31, 2025, the Company, through its subsidiary Ultragaz, recorded impairment loss in the amount of R$ 51,100, related to the goodwill of Stella, recognized in indirect subsidiary Ultragaz Energia Ltda., as per Note 14. As of December 31, 2024, and 2023 the Company and its subsidiaries did not record any impairment loss of assets.
e. Other assets
Other assets are stated at the lower of cost and realizable value, including, if applicable, interest earned, monetary variations and foreign exchange variations incurred, less the provisions for losses and, if applicable, adjusted to present value.
f. Other liabilities
Other liabilities are stated at known or measurable amounts, including monetary variations and foreign exchange variations incurred. When applicable, other liabilities are recognized at present value, based on interest rates that reflect the term, currency, and risk of each transaction.
g. Statements of cash flows
The Company and its subsidiaries present the interest paid on loans, financing, debentures, and leases payable in financing activities financial investments, net of redemptions, are presented in investing activities; and dividends received in operating activities.
| F-20 |
|
|
| Ultrapar Participações S.A. and Subsidiaries | |
| Notes to the financial statements | |
| For the year ended December 31, 2025 |
Reclassifications
With the objective of increasing transparency of derivative financial instrument balances, enabling verification of the amounts in the statement of financial position and providing greater comparability between the years presented, we carried out reclassifications between line items as shown below:
|
|
|
Published |
|
|
|
Reclassified |
|||
|
|
|
2024 |
|
Reclassification |
|
2024 |
|||
|
Current assets (i) |
|
|
|
|
|
|
|||
|
Financial investments, derivative instruments and other financial assets |
|
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( |
) |
|
|
||
|
Financial investments and other financial assets |
|
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|
|
|
|||
|
Derivative financial instruments |
|
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|
|||
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|
|||
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|
|||
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Non-current assets (i) |
|
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|
|||
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Financial investments, derivative instruments and other financial assets |
|
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( |
) |
|
|
||
|
Financial investments and other financial assets |
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|||
|
Derivative financial instruments |
|
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|||
|
Other receivables and other assets |
|
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|
|||
|
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|
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|
|
|
Published |
|
|
|
Reclassified |
|||
|
|
|
2024 |
|
Reclassification |
|
2024 |
|||
|
Current liabilities (ii) |
|
|
|
|
|
|
|||
|
Loans, financing and derivative financial instruments |
|
|
|
( |
) |
|
|||
|
Debentures |
|
|
|
( |
) |
|
|||
|
Loans, financing and debentures |
|
|
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|
|||
|
Derivative financial instruments |
|
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|
|||
|
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|
|||
|
|
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|
|
|
|
|||
|
Non-current liabilities (ii) |
|
|
|
|
|
|
|||
|
Loans, financing and derivative financial instruments |
|
|
|
( |
) |
|
|||
|
Debentures |
|
|
|
( |
) |
|
|||
|
Loans, financing and debentures |
|
|
|
|
|
|
|||
|
Derivative financial instruments |
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
| (i) | |
| (ii) |
| F-21 |
|
|
| Ultrapar Participações S.A. and Subsidiaries | |
| Notes to the financial statements | |
| For the year ended December 31, 2025 |
The Company evaluated and, when necessary, applied for the first time the new standards and interpretations issued by the IASB.
a. New accounting policies and changes in accounting policies
a.1 Accounting policies adopted
The following amendments to standards and guidance issued by the IASB effective on or after January 1, 2025 were evaluated and do not change the accounting practice adopted by the Company:
- IAS 21 – The Effects of Changes in Foreign Exchange Rates
a.2 Accounting policies not adopted
The following new standards, amendments to standards and interpretations of IFRS Accounting Standards issued by the International Accounting Standards - IASB were not adopted since they are not effective in the year ended December 31, 2025. The Company and its subsidiaries plan to adopt these new standards, amendments and interpretations, if applicable, when they become effective.
- IFRS 9 and IFRS 7 - Classification and Measurement of Financial Instruments and Contracts Referencing Nature-dependent Electricity
- IFRS 18 – Presentation and Disclosure in Financial Statements
- IFRS 19 – Subsidiaries without Public Accountability
| F-22 |
|
|
| Ultrapar Participações S.A. and Subsidiaries | |
| Notes to the financial statements | |
| For the year ended December 31, 2025 |
Accounting policy
Cash and cash equivalents comprise bank balances and short-term financial investments with maturities of up to 90 days, readily convertible into known amounts of cash and subject to an insignificant risk of change in value. Cash equivalents are held for the purpose of meeting short-term cash commitments.
Investments that do not fall under the classification of cash and cash equivalents are presented as financial investments in a separate line item in the statements of financial position.
Cash equivalents and financial investments, excluding cash and bank deposits, are substantially represented by investments: (i) in Brazil, in certificates of deposit of financial institutions linked to interest rate of the Interbank Deposits (“DI”), in repurchase agreement, financial bills, private securities and in short-term investment funds, whose portfolio is comprised of Brazilian Federal Government bonds and certificates of deposit of financial institutions and financial investments composed of a fixed-income component indexed to the DI rate and a variable component represented by financial instruments whose characteristics meet the criteria for compensation set forth in IAS 32, resulting in the presentation of a net financial asset, and; (ii) outside Brazil, in certificates of deposit of financial institutions and in short-term investment funds, whose portfolio is comprised of Federal Government bonds.
a. Cash and cash equivalents
|
|
12/31/2025 |
|
12/31/2024 |
||
|
Cash and banks |
|
|
|
||
|
In local currency |
|
|
|
||
|
In foreign currency |
|
|
|
||
|
Financial investments considered cash equivalents |
|
|
|
||
|
Securities and funds |
|
|
|
||
|
In local currency |
|
|
|
||
|
In foreign currency |
|
|
|
||
|
Total cash and cash equivalents |
|
|
|
b. Financial investments
|
|
12/31/2025 |
|
12/31/2024 |
||
|
Financial investments |
|
|
|
||
|
Securities and funds |
|
|
|
||
|
In local currency (a) |
|
|
|
||
|
In foreign currency (b) |
|
|
|
||
|
Total financial investments |
|
|
|
||
|
Current |
|
|
|
||
|
Non-current |
|
|
|
| (a) | |
| (b) |
|
| F-23 |
|
|
| Ultrapar Participações S.A. and Subsidiaries | |
| Notes to the financial statements | |
| For the year ended December 31, 2025 |
Accounting policy
Trade receivables represent amounts receivable for the sale of products and services provided by the Company’s subsidiaries and are recorded at the nominal value invoiced on the date of sale.
Reseller financing is provided to promote the renovation and upgrading of service stations, purchase of products and development of the automotive fuels and lubricants distribution market. The amounts are financed with an average payment term of
Expected credit losses are measured in accordance with the IFRS 9 simplified approach, using a provision matrix based on expected losses for the full balance of trade receivables, considering the probability of default. The loss allowance for expected credit losses considers the expected losses for the next 12 months, which includes the deterioration or improvement of the customers’ credit quality, considering the customers’ characteristics in each business segment. Loss rates are determined by the average of advances of receivables through stages of default until full write-off. This calculation includes the credit risk score for each exposure, based on predictive data and credit assessment experience.
The amount of the expected credit losses is deemed by Management to be sufficient to cover any loss on realization of trade receivables.
a. Trade receivables and reseller financing
|
Trade receivables |
12/31/2025 |
|
12/31/2024 |
||
|
Domestic customers |
|
|
|
||
|
Domestic customers - related parties (see Note 8) |
|
|
|
||
|
Foreign customers |
|
|
|
||
|
Foreign customers - related parties (see Note 8) |
|
|
|
||
|
|
|
|
|
||
|
(-) Allowance for expected credit losses |
( |
) |
|
( |
) |
|
Total - trade receivables of customers |
|
|
|
||
|
Current |
|
|
|
||
|
Non-current |
|
|
|
| F-24 |
|
|
| Ultrapar Participações S.A. and Subsidiaries | |
| Notes to the financial statements | |
| For the year ended December 31, 2025 |
|
Reseller financing |
12/31/2025 |
|
12/31/2024 |
||
|
Reseller financing |
|
|
|
||
|
(-) Allowance for expected credit losses |
( |
) |
|
( |
) |
|
Total – reseller financing |
|
|
|
||
|
Current |
|
|
|
||
|
Non-current |
|
|
|
b. Allowance for expected credit losses – trade receivables and reseller financing
Movements in the allowance for expected credit losses of trade receivables and reseller financing are as follows:
|
|
Trade receivables |
|
Reseller financing |
|
Total |
|||
|
Balance as of December 31, 2022 |
|
|
|
|
|
|||
|
Additions |
|
|
|
|
|
|||
|
Reversals |
( |
) |
|
( |
) |
|
( |
) |
|
Write-offs |
( |
) |
|
( |
) |
|
( |
) |
|
Balance as of December 31, 2023 |
|
|
|
|
|
|||
|
Additions |
|
|
|
|
|
|||
|
Reversals |
( |
) |
|
( |
) |
|
( |
) |
|
Write-offs |
( |
) |
|
( |
) |
|
( |
) |
|
Balance as of December 31, 2024 |
|
|
|
|
|
|||
|
Additions |
|
|
|
|
|
|||
|
Reversals |
( |
) |
|
( |
) |
|
( |
) |
|
Write-offs |
( |
) |
|
( |
) |
|
( |
) |
|
Opening balance – acquisition of subsidiaries(i) |
|
|
|
|
|
|||
|
Balance as of December 31, 2025 |
|
|
|
|
|
| (i) | The total amounts of acquisitions made by the Company are substantially related to Hidrovias do Brasil (see Note 27.b). |
| F-25 |
|
|
| Ultrapar Participações S.A. and Subsidiaries | |
| Notes to the financial statements | |
| For the year ended December 31, 2025 |
|
|
12/31/2025 |
|
12/31/2024 |
||||||||||||||
|
|
Weighted average rate of expected losses |
|
Gross accounting balance |
|
Allowance for expected credit losses |
|
Weighted average rate of expected losses |
|
Gross accounting balance |
|
Allowance for expected credit losses |
||||||
|
Current |
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Less than 30 days |
|
|
|
|
|
|
|
|
|
|
|
||||||
|
31-60 days |
|
|
|
|
|
|
|
|
|
|
|
||||||
|
61-90 days |
|
|
|
|
|
|
|
|
|
|
|
||||||
|
91-180 days |
|
|
|
|
|
|
|
|
|
|
|
||||||
|
More than 180 days |
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Accounting policy
Inventories are stated at the lower of cost and net realizable value, and estimates of net realizable value are based on the average selling prices at the end of the reporting period, net of applicable direct selling expenses. The costs are measured using the weighted average cost and include the costs of acquisition and processing directly and indirectly related to the units produced based on the normal capacity of production.
At the reporting date, the net realizable value of inventories is assessed and subsequent events related to price and cost fluctuations are considered, if relevant, and a provision for losses on obsolete or slow-moving inventories may be recognized. Write-offs and reversals are recognized as "Cost of goods sold and services rendered". This classification is made by Management with the support of the industrial and operations teams.
|
|
12/31/2025 |
|
12/31/2024 |
||
|
Fuels, lubricants and greases |
|
|
|
||
|
Raw materials |
|
|
|
||
|
Purchase for future delivery (1) |
|
|
|
||
|
Consumable materials and other items for resale |
|
|
|
||
|
Liquefied petroleum gas - LPG |
|
|
|
||
|
Properties for resale |
|
|
|
||
|
|
|
|
|
| (1) |
|
|
12/31/2025 |
|
12/31/2024 |
12/31/2023 |
||||
|
Opening balance |
|
|
|
|
||||
|
Addition to provision for obsolescence and other losses |
|
|
|
|
||||
|
Reversal of provision for obsolescence and other losses |
( |
) |
|
( |
) |
( |
) | |
|
Addition to provision for adjustment to realizable value |
|
|
|
|
||||
|
Reversal of provision for adjustment to realizable value |
( |
) |
|
|
( |
) | ||
|
Closing balance |
|
|
|
|
| F-26 |
|
|
| Ultrapar Participações S.A. and Subsidiaries | |
| Notes to the financial statements | |
| For the year ended December 31, 2025 |
a. Recoverable taxes
Recoverable taxes are substantially represented by credits of Tax on Goods and Services (“ICMS”, the Brazilian VAT), Contribution for Social Security Financing (“COFINS”) and Social Integration Program (“PIS”).
|
|
12/31/2025 |
|
12/31/2024 |
||
|
ICMS - State VAT (a.1) |
|
|
|
||
|
PIS and COFINS - Federal VAT (a.2) |
|
|
|
||
|
Others |
|
|
|
||
|
Total |
|
|
|
||
|
Current |
|
|
|
||
|
Non-current |
|
|
|
a.1 The recoverable ICMS net of provision for losses is substantially related to the following operations:
Tax credits are recognized mainly of the following nature: a) transactions of inputs and outputs of products subject to taxation of the own ICMS; b) interstate outflows of oil-related products, whose ICMS was prepaid by the supplier (Petrobras); c) credits for refunds of the ICMS-ST (tax substitution) overpaid when the estimated calculation basis used is higher than that of the actual operation performed.
In 2023, with the enactment of Supplementary Law 192/22 (“LC 192/22”), the single-phase ICMS levy on LPG, diesel, biodiesel, gasoline and anhydrous ethanol became effective. Due to the advent of this new calculation modality, the subsidiaries have stopped generating credits related to the refunds of ICMS-ST (tax substitution regime).
The amounts of recoverable ICMS are realized through the Company’s own operations subject to taxes, being a revolving credit, which means that the credits are monthly offset against the tax payable on sales and new credits are generated by the acquisition of inputs, as well as by the State's refund on tax substitution operations. Management estimates the realization of the credits classified in non-current assets over an approximate period of
|
|
12/31/2025 |
|
|
Up to 1 year |
|
|
|
From 1 to 2 years |
|
|
|
From 2 to 3 years |
|
|
|
From 3 to 5 years |
|
|
|
Above 5 years |
|
|
|
Total recoverable ICMS, net of provision |
|
| F-27 |
|
|
| Ultrapar Participações S.A. and Subsidiaries | |
| Notes to the financial statements | |
| For the year ended December 31, 2025 |
The provision for ICMS losses, in the amount of R$
a.2 The recoverable PIS and COFINS are substantially related to:
ICMS in the PIS and COFINS calculation basis - The balance of PIS and COFINS includes credits recorded under Laws 10,637/02 and 10,833/03, as well as amounts arising from a STF’s favorable decision (Theme 69) regarding the exclusion of ICMS from the PIS and COFINS calculation basis.
In the year ended December 31, 2025, the Company, through its subsidiary Ipiranga, recognized effects from tax credits of R$
Supplementary Law 192 - On March 11, 2022 Supplementary Law 192/22 was published to reduce the tax burden of the fuel supply chain. Art. 9 of said law established the reduction of the PIS and COFINS tax rates levied on diesel, biodiesel and LPG to zero through December 31, 2022, ensuring at the same time the maintenance of credits taken across the whole supply chain up to September 21, 2022 (90 days after the publication of LC 194/22 that restricted the right to take credits on taxpayers), when it became effective.
The Company, through its subsidiaries, has credits in the amount of R$
Management estimates the realization of these credits within up to
|
|
12/31/2025 |
|
|
Up to 1 year |
|
|
|
From 1 to 2 years |
|
|
|
From 2 to 3 years |
|
|
|
From 3 to 5 years |
|
|
|
Total recoverable PIS and COFINS |
|
b. Recoverable income and social contribution taxes
Relates to IRPJ and CSLL to be recovered by the Company and its subsidiaries, arising from the tax advances of previous years, as well as referring to lawsuits on the non-levy of IRPJ and CSLL on the monetary variation (SELIC) in the repetition of undue payments. The Company, through its subsidiaries, has a recoverable IRPJ and CSLL balance of R$
| F-28 |
|
|
| Ultrapar Participações S.A. and Subsidiaries | |
| Notes to the financial statements | |
| For the year ended December 31, 2025 |
a. Related parties
Balances and transactions between the Company and its subsidiaries have been eliminated in consolidation and are not disclosed in this Note. The balances and transactions between the Company and its subsidiaries with other related parties are highlighted below:
|
|
Assets |
|
Liabilities |
|
Operating result - Sales/(Purchases) |
|||||||||||||||
|
|
12/31/2025 |
|
12/31/2024 |
|
12/31/2025 |
|
12/31/2024 |
|
12/31/2025 |
|
12/31/2024 |
|
12/31/2023 |
|||||||
|
Transactions with subsidiaries and joint ventures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Transactions with joint ventures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Refinaria de Petróleo Riograndense S.A. |
|
|
|
|
|
|
|
|
( |
) |
( |
) |
( |
) | ||||||
|
Latitude Logística Portuária S.A. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Navegantes Logística Portuária S.A. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Hidrovias do Brasil S.A. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Obrinel S.A. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Others |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Transactions with other related parties |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Chevron Oronite Brasil Ltda. (1) |
|
|
|
|
|
|
|
|
( |
) |
( |
) |
( |
) | ||||||
|
Chevron Products Company (1) |
|
|
|
|
|
|
|
|
( |
) |
( |
) |
( |
) | ||||||
|
Others |
|
|
|
|
|
|
|
|
( |
) |
( |
) |
( |
) | ||||||
|
Total |
|
|
|
|
|
|
|
|
( |
) |
( |
) |
( |
) | ||||||
|
Trade receivables (Note 5) |
|
|
|
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
- |
|||||||
|
Other receivables |
|
|
|
|
‐ |
|
‐ |
|
‐ |
|
‐ |
|
- |
|||||||
|
Trade payables (Note 16) |
‐ |
|
‐ |
|
|
|
|
|
‐ |
|
‐ |
|
- |
|||||||
|
Related parties |
|
|
|
|
|
|
|
|
‐ |
|
‐ |
|
- |
|||||||
|
Sales and services provided |
‐ |
|
‐ |
|
‐ |
|
‐ |
|
|
|
|
|
|
|||||||
|
Purchases |
‐ |
|
‐ |
|
‐ |
|
‐ |
|
( |
) |
( |
) |
( |
) | ||||||
| (1) |
Purchase and sale transactions relate substantially to the purchase of raw materials, feedstock, transportation, and storage services based on prices and terms negotiated between the parties, with customers and suppliers with comparable operational performance.
b. Key executives
The Ultrapar’s compensation policy and practices are designed to align short and long-term interests with shareholders and the Company’s sustainability. The short and long-term variable compensation is linked to growth goals in results and generated economic value, aligned with shareholders’ interests. Variable compensation also directs the professionals’ focus to the strategic plan approved by the Board of Directors, and is linked to annual growth goals in financial results and priority matters for the Company.
| F-29 |
|
|
| Ultrapar Participações S.A. and Subsidiaries | |
| Notes to the financial statements | |
| For the year ended December 31, 2025 |
The expenses for compensation of its key executives (Company’s directors and executive officers) are shown below:
|
|
12/31/2025 |
|
12/31/2024 |
12/31/2023 |
||||
|
Short-term compensation |
|
|
|
|
||||
|
Stock compensation |
|
|
|
|
||||
|
Post-employment benefits |
|
|
|
|
||||
|
Termination benefits |
|
|
|
|
||||
|
Total |
|
|
|
|
c. Stock plan
- 2017 Plan
On April 19, 2017, the Ordinary and Extraordinary General Shareholders’ Meeting (“OEGM”) approved a share-based incentive plan (“2017 Plan”), which establishes the general terms and conditions for granting common shares issued by the Company and held in treasury, that may or may not involve the granting of usufruct of part of these shares for later transfer of the ownership of the shares, with vesting periods determined in each Program, to directors or employees of the Company or its subsidiaries.
As a result of the Plan approved in 2017, common shares representing at most
At the OEGM held on April 19, 2023, the 2017 Plan was amended, permitting that, if the participant becomes a member of the Company's Board of Directors, thus ceasing to hold any other executive position, the right to receive ownership of the shares will be preserved, maintaining the conditions and other requirements established in the applicable programs and in each agreement.
- 2023 Plan
The share-based incentive plan ("2023 Plan") establishes the general terms and conditions for the Company or its subsidiaries to grant common shares issued by them and held in treasury, to the Management, including the members of Ultrapar's Board of Directors, or employees of the Company or of companies under its direct or indirect control, that may involve the granting of usufruct for later transfer of the ownership of the shares, subject to the terms and conditions set forth in the 2023 Plan. In the case of members of the Board of Directors, the grants will be mandatorily linked to the remuneration approved by the shareholders at the Ordinary General Shareholders’ Meeting.
As a result of the 2023 Plan, common shares representing at most
- 2025 Plan - Hidrovias
On June 23, 2025, Hidrovias’ Board of Directors approved the 2025 Plan, a long-term restricted share-based incentive plan to Management and eligible employees.
On July 1, 2025, the first batch of restricted shares was granted to eligible executives, with the transfer of ownership subject to vesting periods and to the other transfer restrictions set forth in the plan.
Executives participating in the New SOP (approved on December 29, 2023) opted to replace their stock option rights with the right to restricted shares as set forth in the 2025 Plan, subject to conditions approved by the Board of Directors.
| F-30 |
|
|
| Ultrapar Participações S.A. and Subsidiaries | |
| Notes to the financial statements | |
| For the year ended December 31, 2025 |
The table below summarizes the restricted and performance stock programs under the 2017 Plan and the 2023 Plan, and the 2025 Plan (Hidrovias):
|
Company |
Program |
Grant date |
Number of shares granted (Quantity) |
Vesting period |
Fair value of shares on the grant date (in R$) |
Total exercisable grant costs, including taxes (in R$ thousands) |
Accumulated recognized exercisable grant costs (in R$ thousands) |
Unrecognized exercisable grant costs (in R$ thousands) |
|||||||||||
|
Ultrapar |
Restricted |
|
|
|
|
|
( |
) |
|
||||||||||
|
Ultrapar |
Restricted |
|
|
|
|
|
( |
) |
|
||||||||||
|
Ultrapar |
Restricted |
|
|
|
|
|
( |
) |
|
||||||||||
|
Ultrapar |
Restricted |
|
|
|
|
|
( |
) |
|
||||||||||
|
Ultrapar |
Restricted |
|
|
|
|
|
( |
) |
|
||||||||||
|
Ultrapar |
Performance |
|
|
|
|
|
( |
) |
|
||||||||||
|
Ultrapar |
Restricted |
|
|
|
|
|
( |
) |
|
||||||||||
|
Ultrapar |
Restricted |
|
|
|
|
|
( |
) |
|
||||||||||
|
Ultrapar |
Restricted |
|
|
|
|
|
( |
) |
|
||||||||||
|
Ultrapar |
Restricted |
|
|
|
|
|
( |
) |
|
||||||||||
|
Ultrapar |
Restricted |
|
|
|
|
|
( |
) |
|
||||||||||
|
Ultrapar |
Restricted |
|
|
|
|
|
( |
) |
|
||||||||||
|
|
|
|
|
|
( |
) |
|
||||||||||||
|
Hidrovias |
Restricted |
|
|
|
|
|
( |
) |
|
||||||||||
|
|
|
|
|
|
|
|
( |
) |
|
||||||||||
|
|
Ultrapar |
|
|
Number of shares as of December 31, 2022 |
|
|
|
Shares granted during the year |
|
|
|
Cancellation of granted shares due to termination of executive employment |
( |
) |
|
Shares transferred (vesting) |
( |
) |
|
Number of shares as of December 31, 2023 |
|
|
|
Shares granted during the year |
|
|
|
Cancellation of granted shares due to termination of executive employment |
( |
) |
|
Shares transferred (vesting) |
( |
) |
|
Number of shares as of December 31, 2024 |
|
|
|
Ultrapar shares granted during the year |
|
|
|
Cancellation of Ultrapar shares due to termination of executive |
( |
) |
|
Ultrapar shares transferred (vesting) |
( |
) |
|
Number of shares as of December 31, 2025 |
|
| F-31 |
|
|
| Ultrapar Participações S.A. and Subsidiaries | |
| Notes to the financial statements | |
| For the year ended December 31, 2025 |
|
|
Hidrovias |
|
|
Number of shares as of December 31, 2024 |
|
|
|
Hidrovias shares granted during the year |
|
|
|
Number of shares as of December 31, 2025 |
|
The Company does not have shares that were not transferred after the period for transfer of the ownership of the shares. For the year ended December 31, 2025, an expense in the amount of R$
For all Ultrapar’s plans, settlements are made only with the delivery of treasury shares.
Accounting policy
Current and deferred income tax (“IRPJ”) and social contribution on net income tax (“CSLL”) are calculated based on their current rates. For the calculation of current IRPJ, the value of tax incentives is also considered. At the end of the fiscal year the portion of the profit corresponding to these investment grants is allocated to the constitution of a tax incentive reserve in subsidiaries’ equity and is excluded from the dividend calculation basis and subsequently capitalized. Taxes are recognized based on the rates of IRPJ and CSLL provided for by the laws enacted on the last day of the financial statements. The current rates in Brazil are
Deferred IRPJ and CSLL are recognized when a temporary difference between the tax and accounting balances exists, given that tax credits and debits are not subject to the statute of limitations, and mainly result from provisions for differences between cash and accrual basis, tax loss carryforwards, leasing operations, negative bases and provisions for tax, civil, and labor risks. Deferred tax assets are sustained by the continued profitability of their operations.
For purposes of disclosure, deferred tax assets were offset against deferred tax liabilities, in the same taxable entity.
On December 27, 2024, Law 15,079 was published, which introduce the Additional of CSLL to adapt Brazilian legislation to the GloBE Rules, aligning the country to Pillar 2 of the BEPS of OECD. This guideline establishes a minimum global tax rate of 15% for multinationals with annual revenues exceeding €750 million.
In December 31, 2025, Management assessed the potential impacts of the new law and concluded that no relevant effects on the Company's financial statements are expected, considering its operational profile and actual level of taxes. The Company will continue to assess the complementary regulation and eventual international unfoldings.
| F-32 |
|
|
| Ultrapar Participações S.A. and Subsidiaries | |
| Notes to the financial statements | |
| For the year ended December 31, 2025 |
a. Deferred income (IRPJ) and social contribution taxes (CSLL)
|
|
12/31/2025 |
|
12/31/2024 |
||
|
Assets - Deferred income and social contribution taxes on: |
|
|
|
||
|
Provision for losses with assets |
|
|
|
||
|
Provisions for tax, civil and labor risks |
|
|
|
||
|
Provision for post-employment benefits |
|
|
|
||
|
Provision for differences between cash and accrual basis (i) |
|
|
|
||
|
Goodwill |
|
|
|
||
|
Provision for asset retirement obligation |
|
|
|
||
|
Operating provisions |
|
|
|
||
|
Provision for profit sharing and bonus |
|
|
|
||
|
Leases payable |
|
|
|
||
|
Provision for deferred revenue |
|
|
|
||
|
Acquisition of shares from shareholders |
|
|
|
||
|
Other temporary differences |
|
|
|
||
|
Tax losses and negative basis for social contribution carryforwards |
|
|
|
||
|
Total |
|
|
|
||
|
Offsetting liability balance |
( |
) |
( |
) | |
|
Net balances presented in assets |
|
|
|
||
|
Liabilities - Deferred income and social contribution taxes on: |
|
|
|
||
|
Leases payable |
|
|
|
||
|
Provision for differences between cash and accrual basis (i) |
|
|
|
||
|
Change in fair value of subscription warrants |
|
|
|
||
|
Goodwill on investments |
|
|
|
||
|
Business combination - fair value of assets |
|
|
|
||
|
Provision for indemnification |
|
|
|
||
|
Other temporary differences |
|
|
|
||
|
Total |
|
|
|
||
|
Offsetting asset balance |
( |
) |
( |
) | |
|
Net balances presented in liabilities |
|
|
|
| (i) |
| F-33 |
|
|
| Ultrapar Participações S.A. and Subsidiaries | |
| Notes to the financial statements | |
| For the year ended December 31, 2025 |
Changes in the net balance of deferred IRPJ and CSLL are as follows:
|
Balance as of December 31, 2022 |
|
|
|
|
Deferred IRPJ and CSLL recognized in profit (loss) for the year |
|
|
|
|
Deferred IRPJ and CSLL recognized in other comprehensive income |
|
|
|
|
Others |
|
|
|
|
Balance as of December 31, 2023 |
|
|
|
|
Deferred IRPJ and CSLL recognized in profit (loss) for the year |
|
( |
) |
|
Deferred IRPJ and CSLL recognized on company acquisition |
|
( |
) |
|
Deferred IRPJ and CSLL recognized in other comprehensive income |
|
( |
) |
|
Others |
|
|
|
|
Balance as of December 31, 2024 |
|
|
|
|
Deferred IRPJ and CSLL recognized in profit (loss) for the year |
|
( |
) |
|
Deferred IRPJ and CSLL recognized in profit (loss) for the year - discontinued operations |
|
|
|
|
Deferred IRPJ and CSLL recognized on company acquisition (1) |
|
|
|
|
Deferred IRPJ and CSLL recognized on business combinations |
|
( |
) |
|
Deferred IRPJ and CSLL recognized in equity |
|
|
|
|
Balance as of December 31, 2025 |
|
|
| (1) |
The balances of R$
The main key assumptions used to calculate the realization of deferred tax assets are: growth in Gross Domestic Product (“GDP”), exchange rate, basic interest rate (SELIC) and DI, inflation rate and commodity price index.
| F-34 |
|
|
| Ultrapar Participações S.A. and Subsidiaries | |
| Notes to the financial statements | |
| For the year ended December 31, 2025 |
b. Reconciliation of income and social contribution taxes in the statement of income
IRPJ and CSLL are reconciled to the statutory tax rates as follows:
|
|
12/31/2025 |
|
12/31/2024 |
12/31/2023 |
||||
|
Income before taxes |
|
|
|
|
||||
|
Statutory tax rates - % |
|
|
|
|
||||
|
Income and social contribution taxes at the statutory tax rates |
( |
) |
( |
) |
( |
) | ||
|
Adjustment to the statutory income and social contribution taxes: |
|
|
|
|
||||
|
Nondeductible expenses |
( |
) |
( |
) |
( |
) | ||
|
Nontaxable revenues (i) |
|
|
|
|
||||
|
Adjustment to estimated income |
|
|
|
|
||||
|
Unrecorded deferred income and social contribution tax loss carryforwards |
( |
) |
( |
) |
( |
) | ||
|
Share of profit (loss) of subsidiaries, joint ventures and associates |
( |
) |
( |
) |
|
|||
|
Interest on equity between subsidiaries |
|
|
|
|
||||
|
Difference of rate in the measurement of taxes (ii) |
|
|
|
|
||||
|
Other adjustments |
|
|
( |
) |
( |
) | ||
|
Income and social contribution taxes before tax incentives |
( |
) |
( |
) |
( |
) | ||
|
Tax incentives – SUDENE (iii) |
|
|
|
|
||||
|
Income and social contribution taxes in the statement of income |
( |
) |
( |
) |
( |
) | ||
|
Current |
( |
) |
( |
) |
( |
) | ||
|
Deferred |
( |
) |
( |
) |
|
|||
|
Effective IRPJ and CSLL rates - % |
|
|
|
|
| (i) | |
| (ii) | Refers to differences in applicable tax rates in the countries where the Company’s subsidiaries operate. |
| (iii) |
| F-35 |
|
|
| Ultrapar Participações S.A. and Subsidiaries | |
| Notes to the financial statements | |
| For the year ended December 31, 2025 |
c. Tax losses and negative basis for social contribution carryforwards
As of December 31, 2025, the Company and certain subsidiaries had tax loss carryforwards related to income tax (IRPJ) and social contribution (CSLL), whose annual offsets are limited to
The balances comprising deferred taxes related to income tax loss carryforwards and negative basis of social contribution are as follows:
|
|
12/31/2025 |
|
12/31/2024 |
||
|
Oil Trading |
|
|
|
||
|
Ultrapar |
|
|
|
||
|
Ipiranga |
|
|
|
||
|
Ultracargo Soluções Logística |
|
|
|
||
|
Hidrovias do Brasil – Holding S.A |
|
|
|
||
|
Others |
|
|
|
||
|
|
|
|
|
The balances which are not constituted of deferred taxes related to income tax loss carryforwards and negative basis of social contribution are as follows:
|
|
12/31/2025 |
|
12/31/2024 |
||
|
Neogás |
|
|
|
||
|
Integra Frotas |
|
|
|
||
|
Stella |
|
|
|
||
|
Millennium |
|
|
|
||
|
Abastece aí |
|
|
|
||
|
Hidrovias do Brasil – Holding S.A |
|
|
|
||
|
Hidrovias do Brasil – Administração Portuária de Santos |
|
|
|
||
|
Others |
|
|
|
||
|
|
|
|
|
| F-36 |
|
|
| Ultrapar Participações S.A. and Subsidiaries | |
| Notes to the financial statements | |
| For the year ended December 31, 2025 |
Refers to exclusivity rights reimbursements of Ipiranga’s agreements with reseller service stations that are recognized at the time of their occurrence and amortized according to the conditions established in the agreement. Amortizations are recognized in profit or loss as reductions of sales revenue.
Changes are shown below:
|
|
12/31/2025 |
|
12/31/2024 |
12/31/2023 |
||||
|
Opening balance |
|
|
|
|
||||
|
Additions |
|
|
|
|
||||
|
Amortization |
( |
) |
( |
) |
( |
) | ||
|
Closing balance |
|
|
|
|
||||
|
|
|
|
|
|
||||
|
Current |
|
|
|
|
||||
|
Non-current |
|
|
|
|
Accounting policy
Investments in subsidiaries are accounted for under the equity method of accounting in the parent’s individual financial statements. A subsidiary is an investee in which the investor is entitled to variable returns on investment and has the ability to interfere in its financial and operational activities.
Investments in associates and joint ventures are accounted for under the equity method of accounting in the financial statements. An associate is an investment in which an investor has significant influence, that is, has the power to participate in the financial and operating decisions of the investee but does not exercise control. A joint venture is an investment in which the shareholders have the right to net assets on behalf of a joint control. Joint control is the agreement which establishes that decisions about the relevant activities of the investee require the consent from the parties that share control.
Other investments are stated at acquisition cost less provision for losses, unless the loss is considered temporary.
| F-37 |
|
|
| Ultrapar Participações S.A. and Subsidiaries | |
| Notes to the financial statements | |
| For the year ended December 31, 2025 |
The table below presents the positions of equity and income (loss) for the year by company:
|
|
Equity |
Income (loss) for the year |
Interest in share capital - % |
|
Investment (Provision for loss on investment) |
|
Share of profit (loss) of subsidiaries, joint ventures and associates |
||||||||||||||||
|
|
|
12/31/2025 |
12/31/2024 |
|
2025 |
2024 |
2023 |
||||||||||||||||
|
Joint ventures |
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
União Vopak – Armazéns Gerais Ltda. |
( |
) |
( |
) |
|
|
( |
) |
|
|
( |
) |
( |
) |
|
||||||||
|
Refinaria de Petróleo Riograndense S.A. |
( |
) |
( |
) |
|
|
( |
) |
|
|
( |
) |
( |
) |
|
||||||||
|
Latitude Logística Portuária S.A. |
|
|
|
|
|
|
|
|
( |
) |
( |
) | |||||||||||
|
Navegantes Logística Portuária S.A. |
( |
) |
( |
) |
|
|
( |
) |
|
|
( |
) |
( |
) |
( |
) | |||||||
|
Nordeste Logística I S.A. |
|
( |
) |
|
|
|
|
|
( |
) |
( |
) |
|
||||||||||
|
Nordeste Logística II S.A. |
|
( |
) |
|
|
|
|
|
( |
) |
|
( |
) | ||||||||||
|
Nordeste Logística III S.A. |
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|||||||||||
|
Química da Bahia Indústria e Comércio S.A. |
|
|
|
|
|
|
|
|
( |
) |
( |
) | |||||||||||
|
Terminal de Combustíveis Paulínia S.A. ("Opla") |
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Limday S.A. |
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Obrinel S.A. |
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Baden S.A. |
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|||||||||||
|
Other investments |
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Associates |
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Hidrovias do Brasil S.A. (i) |
|
( |
) |
|
|
|
|
|
( |
) |
( |
) |
|
||||||||||
|
Transportadora Sulbrasileira de Gás S.A. |
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Metalúrgica Plus S.A. |
( |
) |
( |
) |
|
|
( |
) |
( |
) |
|
( |
) |
( |
) |
( |
) | ||||||
|
Plenogás Distribuidora de Gás S.A. |
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Other investments |
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Goodwill on investments |
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Terminal de Combustíveis Paulínia S.A. ("Opla") |
‐ |
‐ |
‐ |
|
|
|
|
‐ |
‐ |
- |
|||||||||||||
|
Hidrovias do Brasil S.A. (i) |
‐ |
‐ |
‐ |
|
‐ |
|
|
‐ |
‐ |
- |
|||||||||||||
|
Limday S.A. |
‐ |
‐ |
‐ |
|
|
‐ |
|
‐ |
‐ |
- |
|||||||||||||
|
Fair value adjustment on investments |
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Terminal de Combustíveis Paulínia S.A. ("Opla") |
‐ |
‐ |
‐ |
|
|
|
|
( |
) |
( |
) |
- |
|||||||||||
|
Concession Agreement - Baloto |
‐ |
‐ |
‐ |
|
|
‐ |
|
‐ |
‐ |
- |
|||||||||||||
|
Advances for investments |
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Advances for investments - Pão de Açúcar Group stations (ii) |
‐ |
‐ |
‐ |
|
|
|
|
‐ |
‐ |
- |
|||||||||||||
|
Advances for investments - Virtu GNL (iii) |
‐ |
‐ |
‐ |
|
|
‐ |
|
‐ |
‐ |
- |
|||||||||||||
|
Advances for investments - Blustone |
‐ |
‐ |
‐ |
|
|
‐ |
|
‐ |
‐ |
- |
|||||||||||||
|
Advances for future capital increase |
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Hidrovias do Brasil S.A. (i) |
‐ |
‐ |
‐ |
|
‐ |
|
|
‐ |
‐ |
- |
|||||||||||||
|
Total (A) |
|
|
|
|
|
|
|
( |
) |
( |
) |
|
|||||||||||
|
Total provision for loss on investment (B) |
|
|
|
|
( |
) |
( |
) |
|
|
|
|
|||||||||||
|
Total investments (A-B) |
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| F-38 |
|
|
| Ultrapar Participações S.A. and Subsidiaries | |
| Notes to the financial statements | |
| For the year ended December 31, 2025 |
| (i) | |
| (ii) | |
| (iii) | The amount refers to the advance for the acquisition of a |
|
|
Proportion of interest in share capital and voting rights held by non-controlling interests |
|
Equity attributable to non-controlling interests |
|
Income allocated to non-controlling interests for the year |
|||||||||||||||
|
|
12/31/2025 |
12/31/2024 |
|
12/31/2025 |
12/31/2024 |
|
2025 |
2024 |
2023 |
|||||||||||
|
Subsidiaries |
% |
% |
|
|
|
|
|
|
|
|||||||||||
|
Hidrovias do Brasil S.A. (i) |
|
|
|
|
|
|
( |
) |
|
|
||||||||||
|
Iconic Lubrificantes S.A. (i) |
|
|
|
|
|
|
|
|
|
|||||||||||
|
Ultragaz Comercializadora de Energia Ltda. (i) |
|
|
|
|
|
|
|
|
|
|||||||||||
|
Other investments |
|
|
|
|
|
|
|
|
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| (i) |
The summarized financial information of the associates and joint ventures relevant for the Company is presented below. The individual financial statements of these entities may differ from the financial information presented here, which is prepared considering Ultrapar's accounting policies and using the most recent financial information available.
|
|
Joint ventures |
||||||||||||||||
|
|
RPR |
|
Opla |
|
Obrinel |
||||||||||||
|
|
12/31/2025 |
12/31/2024 |
12/31/2023 |
|
12/31/2024 |
12/31/2023 |
|
12/31/2025 |
|||||||||
|
Total assets |
|
|
|
|
|
|
|
|
|||||||||
|
Total liabilities |
|
|
|
|
|
|
|
|
|||||||||
|
Equity |
( |
) |
|
|
|
|
|
|
|
||||||||
|
Net revenue |
|
|
|
|
|
|
|
|
|||||||||
|
Net income (loss) for the year |
( |
) |
( |
) |
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Number of shares or units held |
|
|
|
|
|
|
|
|
|||||||||
|
Interest in share capital - % |
|
|
|
|
|
|
|
|
|||||||||
| F-39 |
|
|
| Ultrapar Participações S.A. and Subsidiaries | |
| Notes to the financial statements | |
| For the year ended December 31, 2025 |
Balances and changes in investments in subsidiaries, joint ventures and associates are as follows:
|
|
Joint ventures |
Associates |
Advances |
Advances for future capital increase |
Other investments |
Total |
|||||||||||
|
Balance as of December 31, 2022 (i) |
|
|
|
|
|
|
|||||||||||
|
Share of profit (loss) of subsidiaries, joint ventures and associates (*) |
|
|
|
|
|
|
|||||||||||
|
Dividends |
( |
) |
( |
) |
|
|
|
( |
) | ||||||||
|
Equity instrument granted (ii) |
|
|
|
|
|
|
|||||||||||
|
Acquisition of Terminal de Combustíveis Paulínia S.A. ("Opla") |
|
|
|
|
|
|
|||||||||||
|
Capital decrease |
( |
) |
|
|
|
|
( |
) | |||||||||
|
Other movements |
|
|
|
|
|
|
|||||||||||
|
Balance as of December 31, 2023 (i) |
|
|
|
|
|
|
|||||||||||
|
Share of profit (loss) of subsidiaries, joint ventures and associates (*) |
( |
) |
( |
) |
|
|
|
( |
) | ||||||||
|
Amortization of fair value adjustments |
( |
) |
|
|
|
|
( |
) | |||||||||
|
Dividends |
|
( |
) |
|
|
|
( |
) | |||||||||
|
Equity instrument granted (ii) |
|
|
|
|
|
|
|||||||||||
|
Accumulated other comprehensive income |
( |
) |
|
|
|
|
|
||||||||||
|
Capital increase in cash |
|
|
|
|
|
|
|||||||||||
|
Capital decrease in shares |
( |
) |
|
|
|
|
( |
) | |||||||||
|
Advances for investments - GPA stations |
|
|
|
|
|
|
|||||||||||
|
Acquisition of shares of Hidrovias do Brasil S.A. |
|
|
|
|
|
|
|||||||||||
|
Transfers of financial assets to investments (iii) |
|
|
|
|
|
|
|||||||||||
|
Advance for future capital |
|
|
|
|
|
|
|||||||||||
|
Other movements |
|
( |
) |
|
|
|
( |
) | |||||||||
|
Balance as of December 31, 2024 (i) |
|
|
|
|
|
|
|||||||||||
|
Share of profit (loss) of subsidiaries, joint ventures and associates (*) |
( |
) |
( |
) |
|
|
|
( |
) | ||||||||
|
Amortization of fair value adjustments |
( |
) |
|
|
|
|
( |
) | |||||||||
|
Dividends |
( |
) |
( |
) |
|
|
|
( |
) | ||||||||
|
Accumulated other comprehensive income |
|
|
|
|
|
|
|||||||||||
|
Translation adjustments of foreign subsidiaries |
( |
) |
|
|
|
( |
) |
( |
) | ||||||||
|
Advances for future capital increase and capital contribution |
|
|
|
|
|
|
|||||||||||
|
Advances for investments - GPA stations |
|
|
( |
) |
|
|
( |
) | |||||||||
|
Advances for investments - Virtu GNL (iv) |
|
|
|
|
|
|
|||||||||||
|
Advances for investments – Blustone |
|
|
|
|
|
|
|||||||||||
|
Acquisition of shares |
|
|
|
|
|
|
|||||||||||
|
Acquisition of control of Hidrovias do Brasil S.A. (v) |
|
( |
) |
|
( |
) |
|
( |
) | ||||||||
|
Other movements |
|
( |
) |
|
|
|
( |
) | |||||||||
|
Balance as of December 31, 2025 (i) |
|
|
|
|
|
|
| F-40 |
|
|
| Ultrapar Participações S.A. and Subsidiaries | |
| Notes to the financial statements | |
| For the year ended December 31, 2025 |
| (*) | |
| (i) | |
| (ii) | |
| (iii) | |
| (iv) |
|
| (v) |
Accounting policy
The Company and its subsidiaries recognize in the statement of financial position right-of-use assets and the respective lease liabilities calculated at the present value of future lease payments, discounted by the Company’s incremental loan rate, plus the direct costs associated with the lease contract. Right-of-use assets include amounts related to port area leases grants.
The remeasurement of assets and liabilities based on the contractual index is recognized in the statement of financial position, not having an effect on the result. In case of cancellation of the contract, the assets and respective liabilities are written off to the result, considering, if it is the case, any penalties provided in contractual clauses. The Company and its subsidiaries have no intention of purchasing these assets.
The amortization expenses of right-of-use assets is recognized in the statement of income over the lease contract term. When the right-of-use asset is used in the construction of the property, plant, and equipment (“PP&E”), its amortization is capitalized until the asset under construction is completed. The liability is increased for interest and decreased by lease payments made. The interest is recognized in the statement of income using the effective interest rate method.
For short-term leases of 12 months or less and lease contracts of low-value assets, which do not have a purchase option at the end of the contract the Company and its subsidiaries recognize the lease expense in the statement of income as incurred over the lease term.
The Company and certain subsidiaries have leases, substantially related to: (i) Ipiranga: fuel stations and distribution bases; (ii) Ultragaz: points of sale and bottling bases; (iii) Ultracargo: port areas; (iv) Hidrovias: port areas and vessels and (v) Company: offices.
| F-41 |
|
|
| Ultrapar Participações S.A. and Subsidiaries | |
| Notes to the financial statements | |
| For the year ended December 31, 2025 |
a. Right-of-use assets
|
|
Weighted average useful life (years) |
Balance as of December 31, 2024 |
Additions and remeasurement |
Write-offs |
Transfers (i) |
Translation adjustment |
Amortization |
Opening balance – Acquisition of subsidiaries (ii) |
Balance as of December 31, 2025 |
||||||||||||||||
|
Cost: |
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Real estate |
|
|
|
( |
) |
( |
) |
( |
) |
|
|
|
|||||||||||||
|
Port areas |
|
|
|
( |
) |
|
|
|
|
|
|||||||||||||||
|
Vehicles |
|
|
|
( |
) |
( |
) |
( |
) |
|
|
|
|||||||||||||
|
Equipment |
|
|
|
( |
) |
( |
) |
|
|
|
|
||||||||||||||
|
Vessels |
|
|
|
( |
) |
|
( |
) |
|
|
|
||||||||||||||
|
Others |
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
|
|
( |
) |
|
( |
) |
|
|
|
||||||||||||||
|
Accumulated amortization: |
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Real estate |
‐ |
( |
) |
|
|
|
|
( |
) |
( |
) |
( |
) | ||||||||||||
|
Port areas |
‐ |
( |
) |
|
|
( |
) |
|
( |
) |
( |
) |
( |
) | |||||||||||
|
Vehicles |
‐ |
( |
) |
|
|
|
|
( |
) |
( |
) |
( |
) | ||||||||||||
|
Equipment |
‐ |
( |
) |
|
|
|
|
( |
) |
( |
) |
( |
) | ||||||||||||
|
Vessels |
‐ |
|
|
|
( |
) |
|
( |
) |
( |
) |
( |
) | ||||||||||||
|
Others |
‐ |
( |
) |
|
|
( |
) |
|
( |
) |
|
( |
) | ||||||||||||
|
|
|
( |
) |
|
|
( |
) |
|
( |
) |
( |
) |
( |
) | |||||||||||
|
Right-of-use assets |
|
|
|
( |
) |
|
( |
) |
( |
) |
|
|
| (i) | |
| (ii) |
| F-42 |
|
|
| Ultrapar Participações S.A. and Subsidiaries | |
| Notes to the financial statements | |
| For the year ended December 31, 2025 |
|
|
Weighted average useful life (years) |
Balance as of December 31, 2023 |
Additions and remeasurement (i) |
Write-offs |
Transfers (ii) |
Amortization |
Balance as of December 31, 2024 |
||||||||||||
|
Cost: |
|
|
|
|
|
|
|
||||||||||||
|
Real estate |
|
|
|
( |
) |
|
|
|
|||||||||||
|
Port areas |
|
|
|
|
|
|
|
||||||||||||
|
Vehicles |
|
|
|
( |
) |
|
|
|
|||||||||||
|
Equipment |
|
|
|
( |
) |
|
|
|
|||||||||||
|
Others |
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
( |
) |
|
|
|
|||||||||||
|
Accumulated amortization: |
|
|
|
|
|
|
|
||||||||||||
|
Real estate |
‐ |
( |
) |
|
|
( |
) |
( |
) |
( |
) | ||||||||
|
Port areas |
‐ |
( |
) |
|
|
|
( |
) |
( |
) | |||||||||
|
Vehicles |
‐ |
( |
) |
|
|
|
( |
) |
( |
) | |||||||||
|
Equipment |
‐ |
( |
) |
|
|
|
( |
) |
( |
) | |||||||||
|
Others |
‐ |
( |
) |
|
|
|
|
( |
) | ||||||||||
|
|
|
( |
) |
|
|
( |
) |
( |
) |
( |
) | ||||||||
|
Right-of-use assets |
|
|
|
( |
) |
|
( |
) |
|
| (i) | |
| (ii) |
|
|
Weighted average useful life (years) |
Balance as of 12/31/2022 |
|
Additions and remeasurement (i) |
|
Write-offs |
|
Transfers (ii) |
|
Amortization |
|
Acquisition of subsidiary (iii) |
|
Balance as of 12/31/2023 |
||||||||
|
Cost: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Real estate |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|||||||
|
Port areas |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Vehicles |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|||||||
|
Equipment |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|||||||
|
Others |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|||||||
|
Accumulated amortization: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Real estate |
‐ |
( |
) |
|
|
|
|
|
( |
) |
|
( |
) |
|
( |
) |
|
( |
) | |||
|
Port areas |
‐ |
( |
) |
|
|
|
|
|
|
|
( |
) |
|
|
|
( |
) | |||||
|
Vehicles |
‐ |
( |
) |
|
|
|
|
|
|
|
( |
) |
|
( |
) |
|
( |
) | ||||
|
Equipment |
‐ |
( |
) |
|
|
|
|
|
|
|
( |
) |
|
( |
) |
|
( |
) | ||||
|
Others |
‐ |
( |
) |
|
|
|
|
|
|
|
( |
) |
|
|
|
( |
) | |||||
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
( |
) |
|
( |
) |
|
( |
) | |||
|
Net amount |
|
|
|
|
|
( |
) |
|
( |
) |
|
( |
) |
|
|
|
|
| (i) | |
| (ii) | |
| (iii) |
|
| F-43 |
|
|
| Ultrapar Participações S.A. and Subsidiaries | |
| Notes to the financial statements | |
| For the year ended December 31, 2025 |
b. Leases payable
The changes in leases payable are shown below:
|
|
12/31/2025 |
|
12/31/2024 |
|
12/31/2023 |
|||
|
Opening balance |
|
|
|
|
|
|||
|
Interest accrued |
|
|
|
|
|
|||
|
Payments of leases and interest |
( |
) |
|
( |
) |
|
( |
) |
|
Additions and remeasurement |
|
|
|
|
|
|||
|
Write-offs |
( |
) |
|
( |
) |
|
( |
) |
|
Opening balance - acquisition of subsidiaries (i) |
|
|
|
|
|
|||
|
Monetary variations and foreign exchange variations |
( |
) |
|
|
|
|
||
|
Closing balance |
|
|
|
|
|
|||
|
Current |
|
|
|
|
|
|||
|
Non-current |
|
|
|
|
|
| (i) |
The undiscounted future cash outflows are presented below:
|
|
12/31/2025 |
|
12/31/2024 |
||
|
Up to 1 year |
|
|
|
||
|
1 to 2 years |
|
|
|
||
|
2 to 3 years |
|
|
|
||
|
3 to 4 years |
|
|
|
||
|
4 to 5 years |
|
|
|
||
|
More than 5 years |
|
|
|
||
|
Total |
|
|
|
The contracts of leases payable are substantially indexed by the IGP-M.
| F-44 |
|
|
| Ultrapar Participações S.A. and Subsidiaries | |
| Notes to the financial statements | |
| For the year ended December 31, 2025 |
b.1. Discount rates
The weighted nominal average discount rates for the lease contracts of the Company are:
|
Contracts by maturity date and discount rate |
||
|
Maturity dates of the contracts |
Rate (% p.a.) |
|
|
From 1 to 5 years |
|
|
|
From 6 to 10 years |
|
|
|
From 11 to 15 years |
|
|
|
More than 15 years |
|
|
c. Lease contracts of low-value assets and short-term leases
|
|
Up to 1 year |
Between 1 and 5 years |
Total |
|||||
|
12/31/2025 |
|
|
|
|||||
|
12/31/2024 |
|
|
|
The amount of leases considered as of low value, short term and variable payments, recognized as an expense for the year ended December 31, 2025 was R$
Accounting policy
Property, plant and equipment items are measured at acquisition or construction cost, which also includes costs directly attributable to bringing the asset to operating conditions, including borrowing costs on qualifying assets and non-recoverable taxes, as well as, when applicable, the estimated costs of dismantling and removing property, plant and equipment and restoring the site where the asset is located, less accumulated depreciation and impairment losses. The borrowing costs related to funds raised for construction in progress shall be capitalized until the completion of these projects.
Depreciation is calculated using the straight-line method, taking into consideration the estimated useful lives of the assets, which are reviewed annually. Leasehold improvements are depreciated over the shorter of the contract term and the useful life of the asset.
| F-45 |
|
|
| Ultrapar Participações S.A. and Subsidiaries | |
| Notes to the financial statements | |
| For the year ended December 31, 2025 |
|
|
Weighted average useful life (years) |
Balance as of December 31, 2024 |
Additions |
Depreciation |
Transfers (i) |
Write-offs |
Translation adjustment |
Opening balance – acquisition of subsidiaries (ii) |
Balance as of December 31, 2025 |
||||||||||||||||
|
Cost: |
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Land |
- |
|
|
|
|
( |
) |
|
|
|
|||||||||||||||
|
Buildings |
|
|
|
|
|
( |
) |
|
|
|
|||||||||||||||
|
Leasehold improvements |
|
|
|
|
|
( |
) |
( |
) |
|
|
||||||||||||||
|
Machinery and equipment |
|
|
|
|
|
( |
) |
( |
) |
|
|
||||||||||||||
|
Automotive fuel/lubricant distribution equipment and facilities |
|
|
|
|
|
( |
) |
|
|
|
|||||||||||||||
|
Push boats, barges, ships |
|
|
|
|
|
|
( |
) |
|
|
|||||||||||||||
|
LPG tanks and bottles |
|
|
|
|
|
( |
) |
|
|
|
|||||||||||||||
|
Vehicles |
|
|
|
|
|
( |
) |
( |
) |
|
|
||||||||||||||
|
Furniture and fixtures |
|
|
|
|
( |
) |
( |
) |
( |
) |
|
|
|||||||||||||
|
IT equipment |
|
|
|
|
|
( |
) |
( |
) |
|
|
||||||||||||||
|
Construction in progress |
- |
|
|
|
( |
) |
( |
) |
( |
) |
|
|
|||||||||||||
|
Advances to suppliers |
- |
|
|
|
( |
) |
( |
) |
|
( |
) |
|
|||||||||||||
|
Imports in progress |
- |
|
|
|
( |
) |
|
|
|
|
|||||||||||||||
|
|
|
|
|
|
( |
) |
( |
) |
( |
) |
|
|
|||||||||||||
|
Accumulated depreciation: |
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Buildings |
‐ |
( |
) |
|
( |
) |
( |
) |
|
|
( |
) |
( |
) | |||||||||||
|
Leasehold improvements |
‐ |
( |
) |
|
( |
) |
( |
) |
|
|
( |
) |
( |
) | |||||||||||
|
Machinery and equipment |
‐ |
( |
) |
|
( |
) |
( |
) |
|
|
( |
) |
( |
) | |||||||||||
|
Automotive fuel/lubricant distribution equipment and facilities |
‐ |
( |
) |
|
( |
) |
|
|
|
( |
) |
( |
) | ||||||||||||
|
Push boats, barges, ships |
‐ |
|
|
( |
) |
|
|
|
( |
) |
( |
) | |||||||||||||
|
LPG tanks and bottles |
‐ |
( |
) |
|
( |
) |
( |
) |
|
|
( |
) |
( |
) | |||||||||||
|
Vehicles |
‐ |
( |
) |
|
( |
) |
( |
) |
|
|
( |
) |
( |
) | |||||||||||
|
Furniture and fixtures |
‐ |
( |
) |
|
( |
) |
( |
) |
|
|
( |
) |
( |
) | |||||||||||
|
IT equipment |
‐ |
( |
) |
|
( |
) |
|
|
( |
) |
( |
) |
( |
) | |||||||||||
|
|
|
( |
) |
|
( |
) |
( |
) |
|
|
( |
) |
( |
) | |||||||||||
|
Provision for impairment losses |
|
( |
) |
|
|
|
|
|
|
( |
) | ||||||||||||||
|
Property, plant and equipment, net |
|
|
|
( |
) |
( |
) |
( |
) |
( |
) |
|
|
| (i) | |
| (ii) |
| F-46 |
|
|
| Ultrapar Participações S.A. and Subsidiaries | |
| Notes to the financial statements | |
| For the year ended December 31, 2025 |
|
|
Weighted average useful life (years) |
Balance as of December 31, 2023 |
Additions |
Depreciation |
Transfers (i) |
Write-offs |
Acquisition of subsidiaries |
Balance as of December 31, 2024 |
||||||||||||||
|
Cost: |
|
|
|
|
|
|
|
|
||||||||||||||
|
Land |
- |
|
|
|
|
( |
) |
|
|
|||||||||||||
|
Buildings |
|
|
|
|
|
( |
) |
|
|
|||||||||||||
|
Leasehold improvements |
|
|
|
|
|
( |
) |
|
|
|||||||||||||
|
Machinery and equipment |
|
|
|
|
|
( |
) |
|
|
|||||||||||||
|
Automotive fuel/lubricant distribution equipment and facilities |
|
|
|
|
|
( |
) |
|
|
|||||||||||||
|
LPG tanks and bottles |
|
|
|
|
|
( |
) |
|
|
|||||||||||||
|
Vehicles |
|
|
|
|
( |
) |
( |
) |
|
|
||||||||||||
|
Furniture and fixtures |
|
|
|
|
( |
) |
( |
) |
|
|
||||||||||||
|
IT equipment |
|
|
|
|
( |
) |
( |
) |
|
|
||||||||||||
|
Construction in progress |
- |
|
|
|
( |
) |
( |
) |
|
|
||||||||||||
|
Advances to suppliers |
- |
|
|
|
( |
) |
( |
) |
|
|
||||||||||||
|
Imports in progress |
- |
|
|
|
( |
) |
|
|
|
|||||||||||||
|
|
|
|
|
|
( |
) |
( |
) |
|
|
||||||||||||
|
Accumulated depreciation: |
|
|
|
|
|
|
|
|
||||||||||||||
|
Buildings |
‐ |
( |
) |
|
( |
) |
|
|
( |
) |
( |
) | ||||||||||
|
Leasehold improvements |
‐ |
( |
) |
|
( |
) |
|
|
|
( |
) | |||||||||||
|
Machinery and equipment |
‐ |
( |
) |
|
( |
) |
|
|
( |
) |
( |
) | ||||||||||
|
Automotive fuel/lubricant distribution equipment and facilities |
‐ |
( |
) |
|
( |
) |
( |
|
( |
) |
( |
) | ||||||||||
|
LPG tanks and bottles |
‐ |
( |
) |
|
( |
) |
|
|
|
( |
) | |||||||||||
|
Vehicles |
‐ |
( |
) |
|
( |
) |
|
|
( |
) |
( |
) | ||||||||||
|
Furniture and fixtures |
‐ |
( |
) |
|
( |
) |
|
|
( |
) |
( |
) | ||||||||||
|
IT equipment |
‐ |
( |
) |
|
( |
) |
|
|
|
( |
) | |||||||||||
|
|
|
( |
) |
|
( |
) |
|
|
( |
) |
( |
) | ||||||||||
|
Provision for impairment losses |
|
( |
) |
( |
) |
|
|
|
|
( |
) | |||||||||||
|
Property, plant and equipment, net |
|
|
|
( |
) |
( |
) |
( |
) |
|
|
| (i) |
| F-47 |
|
|
| Ultrapar Participações S.A. and Subsidiaries | |
| Notes to the financial statements | |
| For the year ended December 31, 2025 |
|
|
Weighted average useful life (years) |
Balance as of 12/31/2022 |
|
Additions |
|
Depreciation |
|
Transfers (i) |
|
Write-offs |
|
Acquisition of subsidiaries |
|
Balance as |
||||||||
|
Cost: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Land |
- |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||||||
|
Buildings |
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||||||
|
Leasehold improvements |
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||||||
|
Machinery and equipment |
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||||||
|
Automotive fuel/lubricant distribution equipment and facilities |
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||||||
|
LPG tanks and bottles |
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||||||
|
Vehicles |
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||||||
|
Furniture and fixtures |
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||||||
|
IT equipment |
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||||||
|
Construction in progress |
- |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
||||||||
|
Advances to suppliers |
- |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
||||||||
|
Imports in progress |
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||||||
|
Accumulated depreciation: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Buildings |
|
( |
) |
|
|
( |
) |
|
|
|
|
( |
) |
( |
) | |||||||
|
Leasehold improvements |
|
( |
) |
|
|
( |
) |
|
|
|
|
( |
) |
( |
) | |||||||
|
Machinery and equipment |
|
( |
) |
|
|
( |
) |
|
|
|
|
( |
) |
( |
) | |||||||
|
Automotive fuel/lubricant distribution equipment and facilities |
|
( |
) |
|
|
( |
) |
|
|
|
|
( |
) |
( |
) | |||||||
|
LPG tanks and bottles |
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
( |
) | |||||||
|
Vehicles |
|
( |
) |
|
|
( |
) |
|
|
|
|
( |
) |
( |
) | |||||||
|
Furniture and fixtures |
|
( |
) |
|
|
( |
) |
|
|
|
|
( |
) |
( |
) | |||||||
|
IT equipment |
|
( |
) |
|
|
( |
) |
|
|
|
|
( |
) |
( |
) | |||||||
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
( |
) |
( |
) | |||||||
|
Provision for impairment losses |
|
( |
) |
( |
) |
|
|
|
|
|
|
|
|
( |
) | |||||||
|
Net amount |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
| (i) |
Construction in progress relates substantially to expansions, renovations, constructions and upgrade of the terminals’ assets, service stations, tanks, barges and distribution bases.
Advances to suppliers are basically related to manufacturing of assets for expansion of terminals, distribution bases and acquisition of real estate.
Accounting policy
Intangible assets include assets acquired from third parties, and are recognized according to the criteria below:
• Goodwill is shown as intangible assets corresponding to the positive difference between the amount paid or payable to the seller and the fair value of the identifiable assets and liabilities assumed of the acquired entity. Goodwill is tested for impairment annually or more frequently when there is indication that the goodwill might be impaired. Goodwill is allocated to the cash generating units, which represent the lowest level at which goodwill is monitored for impairment testing purposes.
• Other intangible assets acquired from third parties, such as software, technology, and commercial property rights, are measured at the amount paid on acquisition and amortized using the straight-line method, according to their useful lives, and are reviewed annually.
| F-48 |
|
|
| Ultrapar Participações S.A. and Subsidiaries | |
| Notes to the financial statements | |
| For the year ended December 31, 2025 |
• The decarbonization credits (“CBIOS”) acquired are recorded at historical cost in intangible assets, being prescribed according to decree in the year to fulfill the individual target set by the National Agency of Petroleum, Natural Gas and Biofuels (“ANP”) and are not amortized. These assets are used to settle the annual decarbonization obligation adopted by Brazilian National Biofuels Policy (“RenovaBio”), implemented by Law No. 13,576/2017, with additional regulations established by Decree No. 9,888/2019 and Ordinance No. 419 of November 20, 2019 issued by the Brazilian Ministry of Mines and Energy. The obligation is recorded under a specific line item of the statement of financial position and is measured according to the target established by the ANP, through the average acquisition cost of credits acquired or the fair value of credits traded on B3 on the closing date for the credits to be acquired.
The Company and its subsidiaries have goodwill and brands acquired in business combinations, which are evaluated as intangible assets with indefinite useful life.
|
|
Weighted average useful life (years) |
Balance as of December 31, 2024 |
Additions |
Amortization |
Transfers (i) |
Write-offs |
Translation adjustment |
Acquisition of subsidiaries (ii) |
Balance as of December 31, 2025 |
||||||||||||||||
|
Cost: |
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Goodwill (a) |
- |
|
|
|
|
( |
) |
|
|
|
|||||||||||||||
|
Software (b) |
|
|
|
|
|
( |
) |
( |
) |
|
|
||||||||||||||
|
Customer contracts |
|
|
|
|
|
|
( |
) |
|
|
|||||||||||||||
|
Distribution rights |
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Brands (c) |
- |
|
|
|
|
( |
) |
|
|
|
|||||||||||||||
|
Trademark rights (c) |
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Intangible assets in progress |
‐ |
|
|
|
( |
) |
( |
) |
|
|
|
||||||||||||||
|
Decarbonization credits (CBIO) |
- |
|
|
|
|
( |
) |
|
|
|
|||||||||||||||
|
Others |
|
|
|
|
|
( |
) |
|
|
|
|||||||||||||||
|
|
|
|
|
|
|
( |
) |
( |
) |
|
|
||||||||||||||
|
Accumulated amortization: |
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Software |
‐ |
( |
) |
|
( |
) |
( |
) |
|
|
( |
) |
( |
) | |||||||||||
|
Customer contracts |
‐ |
|
|
( |
) |
|
|
|
( |
) |
( |
) | |||||||||||||
|
Distribution rights |
‐ |
( |
) |
|
( |
) |
|
|
|
|
( |
) | |||||||||||||
|
Trademark rights |
‐ |
( |
) |
|
( |
) |
( |
) |
|
|
|
( |
) | ||||||||||||
|
Others |
‐ |
( |
) |
|
( |
) |
|
|
|
|
( |
) | |||||||||||||
|
|
|
( |
) |
|
( |
) |
( |
) |
|
|
( |
) |
( |
) | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Intangible assets, net |
|
|
|
( |
) |
|
( |
) |
( |
) |
|
|
| (i) | |
| (ii) |
| F-49 |
|
|
| Ultrapar Participações S.A. and Subsidiaries | |
| Notes to the financial statements | |
| For the year ended December 31, 2025 |
|
|
Weighted average useful life (years) |
Balance as of December 31, 2023 |
Additions |
Amortization |
Transfers |
Write-offs |
Translation adjustment |
Acquisition of subsidiaries |
Balance as of December 31, 2024 |
||||||||||||||||
|
Cost: |
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Goodwill (a) |
- |
|
|
|
( |
) |
|
|
|
|
|||||||||||||||
|
Software (b) |
|
|
|
|
( |
) |
( |
) |
|
|
|
||||||||||||||
|
Distribution rights |
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Brands (c) |
- |
|
|
|
( |
) |
|
|
|
|
|||||||||||||||
|
Trademark rights (c) |
|
|
|
|
|
` |
|
|
|
||||||||||||||||
|
Others |
|
|
|
|
( |
) |
( |
) |
|
|
|
||||||||||||||
|
Decarbonization credits (CBIO) |
- |
|
|
|
( |
) |
( |
) |
|
|
|
||||||||||||||
|
|
|
|
|
|
( |
) |
( |
) |
|
|
|
||||||||||||||
|
Accumulated amortization: |
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Software |
|
( |
) |
|
( |
) |
|
|
|
|
( |
) | |||||||||||||
|
Distribution rights |
|
( |
) |
|
( |
) |
|
|
|
|
( |
) | |||||||||||||
|
Trademark rights |
|
( |
) |
|
( |
) |
|
|
|
|
( |
) | |||||||||||||
|
Others |
|
( |
) |
|
( |
) |
|
|
|
|
( |
) | |||||||||||||
|
|
|
( |
) |
|
( |
) |
|
|
|
|
( |
) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Intangible assets, net |
|
|
|
( |
) |
|
( |
) |
|
|
|
|
|
Weighted average useful life (years) |
Balance as of 12/31/2022 |
|
Additions |
|
Amortization |
|
Transfers (i) |
|
Write-offs |
|
Foreign exchange variations |
|
Acquisition of subsidiaries |
|
Balance as of 12/31/2023 |
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Cost: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Goodwill (a) |
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Software (b) |
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|||||||||
|
Distribution rights |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Brands (c) |
- |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||||||||
|
Trademark rights (c) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Others |
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|||||||||
|
Decarbonization credits (CBIO) |
- |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
( |
) |
( |
) |
|
|
|
|||||||||
|
Accumulated amortization: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Software |
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
( |
) |
( |
) | ||||||||
|
Distribution rights |
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
( |
) |
( |
) | ||||||||
|
Trademark rights |
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
( |
) |
( |
) | ||||||||
|
Others |
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) | ||||||||
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
( |
) |
( |
) | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Net amount |
|
|
|
|
|
( |
) |
|
|
( |
) |
( |
) |
|
|
|
| (i) |
| F-50 |
|
|
| Ultrapar Participações S.A. and Subsidiaries | |
| Notes to the financial statements | |
| For the year ended December 31, 2025 |
The remaining net balance of goodwill on the following acquisitions is assessed for impairment annually or more frequently when there is indication that the goodwill might be impaired. The amount is made up of the following acquisitions.
|
|
Segment |
12/31/2025 |
12/31/2024 |
||||
|
Goodwill on the acquisition of: |
|
|
|
||||
|
Hidrovias (28.b) |
|
|
|
||||
|
Ipiranga (i) |
|
|
|
||||
|
União Terminais |
|
|
|
||||
|
Texaco |
|
|
|
||||
|
Iconic (CBLSA) |
|
|
|
||||
|
Neoagro Diesel |
|
|
|
||||
|
Stella |
|
|
|
||||
|
Temmar |
|
|
|
||||
|
Ultragaz Comercializadora de Energia |
|
|
|
||||
|
Petrovila |
|
|
|
||||
|
DNP |
|
|
|
||||
|
Repsol |
|
|
|
||||
|
Neogás |
|
|
|
||||
|
Mi TRR |
|
|
|
||||
|
Baden |
|
|
|
||||
|
Serra Diesel |
|
|
|
||||
|
TEAS |
|
|
|
||||
|
|
|
|
|
As of December 31, 2025, the Company assessed the balances of goodwill shown in the table above for impairment The determination of value in use involves assumptions, judgments, and estimates of cash flows, such as growth rates of revenues, costs and expenses, estimates of investments and working capital, and discount rates. The assumptions about growth projections of future cash flows are based on the Company’s business plan of its operating segments, as well as comparable market data, and represent management’s best estimate of the future economic conditions. The main key assumptions used by the Company to calculate the value in use are described below.
Period of evaluation: period of
Discount rate and real growth rate: the nominal discount and real growth rates used to extrapolate the projections at December 31, 2025 ranged from
Revenue from sales and services, costs and expenses, and gross margin: considers the budget prepared for 2026 and the long-term strategic plan prepared by Management and presented to the Board of Directors.
As of December 31, 2025, the Company, through its subsidiary Ultragaz Ultragaz Energia Ltda., recorded impairment loss of R$
Goodwill from investments in joint ventures and associates is presented under investments, for further information see Note 11.
b. Software
Includes user licenses and costs for the implementation of the various systems used by the Company and its subsidiaries: integrated management and control, financial management, foreign trade, industrial automation, operational and storage management, accounting information, and other systems. Also include costs related to software in progress in the amount of R$
c. Brands and trademarks rights
Brands are represented by the acquisition cost of the ‘am/pm’ brand in Brazil and the NEOgás brand, acquired in the business combination, and Chevron and Texaco trademarks rights.
| F-51 |
|
|
| Ultrapar Participações S.A. and Subsidiaries | |
| Notes to the financial statements | |
| For the year ended December 31, 2025 |
Accounting policy
Financial liabilities are initially recognized at fair value, net of transaction costs incurred, and are subsequently measured at amortized cost or at fair value through profit or loss and updated using the effective interest rate and including charges. The financial liabilities at fair value through profit or loss refer to financial liabilities designated as hedged items. Any difference between the proceeds (net of transaction costs) and the total amount payable is recognized in the statement of income over the period of the loans using the effective interest rate method. Fees paid on the contracting of loans are recognized as transaction costs and amortized taking into account the term of the loan, using the effective interest rate method.
a. Breakdown
|
Description |
Index/Currency |
Weighted average financial charges 2025 (p.a.) |
Weighted average hedging instruments |
Maturity |
|
12/31/2025 |
12/31/2024 |
|||
|
Foreign currency: |
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
CDI + |
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|||
|
Total in foreign currency |
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|||
|
Brazilian Reais: |
|
|
|
|
|
|
|
|||
|
|
|
|
n/a |
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
n/a |
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
n/a |
|
|
|
|
|||
|
|
|
|
n/a |
|
|
|
|
|||
|
|
|
|
n/a |
|
|
|
|
|||
|
|
|
|
n/a |
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
n/a |
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
n/a |
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|||
|
Total in Brazilian Reais |
|
|
|
|
|
|
|
|||
|
Total in foreign currency and Brazilian Reais |
|
|
|
|
|
|
|
|||
|
Current |
|
|
|
|
|
|
|
|||
|
1 to 2 years |
|
|
|
|
|
|
|
|||
|
2 to 3 years |
|
|
|
|
|
|
|
|||
|
3 to 4 years |
|
|
|
|
|
|
|
|||
|
4 to 5 years |
|
|
|
|
|
|
|
|||
|
More than 5 years |
|
|
|
|
|
|
|
|||
|
Non-current |
|
|
|
|
|
|
|
| F-52 |
|
|
| Ultrapar Participações S.A. and Subsidiaries | |
| Notes to the financial statements | |
| For the year ended December 31, 2025 |
| (*) | |
| (**) |
The changes in loans, financing and debentures are shown below:
|
|
12/31/2025 |
|
12/31/2024 |
|
|
|
Opening balance |
|
|
|
|
|
|
Proceeds |
|
|
|
|
|
|
Interest accrued |
|
|
|
|
|
|
Principal payment |
( |
) |
|
( |
) |
|
Interest payment |
( |
) |
|
( |
) |
|
Opening balance - acquisition of subsidiaries (i) |
|
|
|
|
|
|
Monetary variations and foreign exchange variations |
( |
) |
|
|
|
|
Change in fair value |
|
|
( |
) | |
|
Gain on bond repurchase |
( |
) |
|
|
|
|
Closing balance |
|
|
|
| (i) |
The transaction costs associated with debt issuance were deducted from the balance of the related liability and recognized in profit or loss according to the effective interest rate method. As of December 31, 2025, the amount recognized in profit or loss was R$
b. Guarantees
As of December 31, 2025, there was R$
The Company and its subsidiaries offer collateral in the form of letters of guarantee for commercial and legal proceedings in the amount of R$
Subsidiary Ipiranga issues collateral to financial institutions in connection with the amounts payable by some of its customers to such institutions, with maximum future settlements related to these guarantees in the amount of R$
| F-53 |
|
|
| Ultrapar Participações S.A. and Subsidiaries | |
| Notes to the financial statements | |
| For the year ended December 31, 2025 |
c. Relevant operations contracted in the year
The main operations contracted in the year are shown below:
|
Description |
Index/ Currency |
Financial charges |
Hedging instruments |
Issuance date |
Maturity |
Principal |
Principal in R$ |
Remuneration payment |
Nominal amount payment |
Company |
||||||
|
|
|
|
|
Mar/25 |
|
USD |
|
|
|
Ultracargo Logística |
||||||
|
|
|
|
|
Feb/25 |
|
USD |
|
|
|
Cia Ultragaz |
||||||
|
|
|
|
n/a |
Mar/25 |
|
R$ |
|
|
|
Cia Ultragaz |
||||||
|
|
|
|
|
Feb/25 |
|
R$ |
|
|
|
Ultracargo Logística |
||||||
|
|
|
|
|
Apr/25 |
|
R$ |
|
|
|
Ultracargo Soluções Logísticas |
||||||
|
|
|
|
|
Apr/25 |
|
USD |
|
|
|
Ipiranga |
||||||
|
|
|
|
|
May/25 |
|
R$ |
|
|
|
Ultragaz Energia Ltda. and subsidiaries |
||||||
|
|
|
|
|
May/25 |
|
R$ |
|
|
|
Ultragaz Energia Ltda. and subsidiaries |
||||||
|
|
|
|
|
Jun/25 |
|
EUR |
|
|
|
Ipiranga |
||||||
|
|
|
|
|
Jun/25 |
|
R$ |
|
|
|
Ipiranga |
||||||
|
|
|
|
n/a |
Jun/25 |
|
R$ |
|
|
|
Hidrovias |
||||||
|
|
|
|
n/a |
Jun/25 |
|
R$ |
|
|
|
Hidrovias |
||||||
|
|
|
|
|
Sept/25 |
|
USD |
|
|
|
Serra Diesel |
||||||
|
|
|
|
|
Sept/25 |
|
USD |
|
|
|
Cia Ultragaz |
||||||
|
|
|
|
CDI - |
Oct/25 |
|
R$ |
|
|
|
Ipiranga |
||||||
|
|
|
|
n/a |
Oct/25 |
|
R$ |
|
|
|
Ipiranga |
||||||
|
|
|
|
|
Nov/25 |
|
USD |
|
|
|
Ipiranga |
||||||
|
|
|
|
|
Nov/25 |
|
USD |
|
|
|
Ipiranga |
||||||
|
|
|
|
|
Nov/25 |
|
USD |
|
|
|
Cia Ultragaz |
||||||
|
|
|
|
|
Nov/25 |
|
USD |
|
|
|
Serra Diesel |
||||||
|
|
|
|
|
Dec/25 |
|
USD |
|
|
|
Ultracargo Logística |
||||||
|
|
|
|
|
Dec/25 |
|
USD |
|
|
|
Iconic |
||||||
|
|
|
|
|
Dec/25 |
|
USD |
|
|
|
Iconic |
||||||
|
|
|
|
n/a |
Dec/25 |
|
R$ |
|
|
|
Ipiranga |
| F-54 |
|
|
| Ultrapar Participações S.A. and Subsidiaries | |
| Notes to the financial statements | |
| For the year ended December 31, 2025 |
d. Covenants – Subsidiary Hidrovias
Financial Covenant linked to Debenture contracts
Hidrovias, through the 1st and 2nd Debenture Issuances, has a financial covenant of leverage (“net debt to EBITDA”), calculated on a consolidated basis and which must be equal to or less than 4.5x in 2022, (b) 4.0x between January 1, 2023 and December 2023 and (c) 3.5x from January 1, 2024 until the maturity date of the respective issues.
Failure to comply with the covenant does not accelerate the debt repayment and is not considered default. However, Hidrovias now has restrictions on raising new debts beyond those permitted by the covenants of the indenture of issuance and is restricted from paying the minimum mandatory dividends set forth by its Bylaws. Hidrovias does not expect any short- or medium-term impacts on its operations and believes it will not need additional loans or working capital beyond those already permitted by the covenants of the Indentures of Debenture Issuances to comply with its obligations.
As of December 31, 2025, Hidrovias met the financial covenants set forth in its debt contracts.
|
|
12/31/2025 |
|
12/31/2024 |
||
|
Domestic suppliers |
|
|
|
||
|
Trade payables - domestic related parties (see Note 8.b) |
|
|
|
||
|
Foreign suppliers |
|
|
|
||
|
Trade payables - foreign related parties (see Note 8.b) |
|
|
|
||
|
|
|
|
|
| F-55 |
|
|
| Ultrapar Participações S.A. and Subsidiaries | |
| Notes to the financial statements | |
| For the year ended December 31, 2025 |
Accounting policy
The Company and its subsidiaries offer their employees a private pension plan of the defined contribution type and other benefits related to seniority bonus, payment of Government Severance Indemnity Fund for Employees (“FGTS”), health and dental care, and life insurance plans for eligible retirees. Annual actuarial studies, with the exception of the private pension plan, are prepared by an independent professional and reviewed by Management. The respective impacts are recognized in accordance with the projected unit credit method. The actuarial gains and losses are recognized in equity under “Accumulated other comprehensive income”.
a. ULTRAPREV - Associação de Previdência Complementar
In February 2001, the Company’s Board of Directors approved the adoption of a defined contribution pension plan to be sponsored by the Company and its subsidiaries. Participating employees have been contributing to this plan, managed by Ultraprev - Associação de Previdência Complementar (“Ultraprev”), since August 2001. The Company and its subsidiaries do not take responsibility for guaranteeing amounts or the duration of the benefits received by the retired employee.
In 2025, the Company’s subsidiaries contributed R$
The balance of R$
The total number of participating employees as of December 31, 2025 is
b. Post-employment benefits
Some subsidiaries recognized a provision for post-employment benefits mainly related to seniority bonus, payment of FGTS, and health, dental care, and life insurance plans for eligible retirees.
The amounts related to such benefits are based on an annual valuation conducted by an independent actuary and reviewed by Management.
|
|
12/31/2025 |
|
12/31/2024 |
||
|
Health and dental care plan (1) |
|
|
|
||
|
Indemnification of FGTS |
|
|
|
||
|
Seniority bonus |
|
|
|
||
|
Life insurance (2) |
|
|
|
||
|
Total |
|
|
|
||
|
Current |
|
|
|
||
|
Non-current |
|
|
|
| (1) | |
| (2) |
| F-56 |
|
|
| Ultrapar Participações S.A. and Subsidiaries | |
| Notes to the financial statements | |
| For the year ended December 31, 2025 |
Changes in the present value of the post-employment benefit obligation occurred as follows:
|
|
12/31/2025 |
|
12/31/2024 |
|
12/31/2023 |
|||
|
Opening balance |
|
|
|
|
|
|||
|
Expense for the year |
|
|
|
|
|
|||
|
Update/change of estimate |
( |
) |
|
( |
) |
|
|
|
|
Actuarial gains from changes in actuarial assumptions |
( |
) |
|
( |
) |
|
|
|
|
Benefits paid directly by the Company and its subsidiaries |
( |
) |
|
( |
) |
|
( |
) |
|
Closing balance |
|
|
|
|
|
The total expense for each year is presented below:
|
|
12/31/2025 |
|
12/31/2024 |
|
12/31/2023 |
|||
|
Health and dental care plan |
|
|
|
|
|
|||
|
Indemnification of FGTS |
|
|
|
|
|
|||
|
Seniority bonus |
|
|
|
|
|
|||
|
Life insurance |
|
|
|
|
|
|||
|
Total |
|
|
|
|
|
The main actuarial assumptions used are:
|
Economic factors |
12/31/2025 |
|
12/31/2024 |
||
|
Discount rate for the actuarial obligation at present value - Indemnification of FGTS |
|
|
|
||
|
Discount rate for the actuarial obligation at present value - Bonus |
|
|
|
||
|
Average discount rate for the actuarial obligation at present value - Medical services |
|
|
|
||
|
Discount rate for the actuarial obligation at present value - Life insurance |
|
|
|
||
|
Average projected salary growth rate - FGTS indemnity |
|
|
|
||
|
Average projected bonus growth rate |
|
|
|
||
|
Inflation rate (long term) |
|
|
|
||
|
Medical services growth rate |
|
|
|
Demographic factors
Mortality Table for the life insurance benefit - CSO-80
Mortality Table for other benefits – AT 2000 Basic decreased by
Disability Mortality Table - RRB 1983 and RRB-1944
Disability Table – Weak light
| F-57 |
|
|
| Ultrapar Participações S.A. and Subsidiaries | |
| Notes to the financial statements | |
| For the year ended December 31, 2025 |
Sensitivity analysis
The significant actuarial assumptions to determine the provision for post-employment benefits are: discount rate, salary growth and medical costs increases. The sensitivity analyses as of December 31, 2025, as shown below, were determined based on possible changes of assumptions occurring at the reporting date of the financial statements, keeping all other assumptions constant.
|
Assumption |
Change in assumptions |
|
Decrease in liability |
|
Change in assumptions |
|
Increase in liability |
||
|
Discount rate |
increase by |
|
|
|
decrease by |
|
|
||
|
Salary growth rate |
decrease by |
|
|
|
increase by |
|
|
||
|
Medical services growth rate |
decrease by |
|
|
|
increase by |
|
|
The sensitivity analyses presented may not represent the real change in the post-employment benefit obligation, since it is unlikely that changes occur in just one assumption alone, considering that some of these assumptions may be correlated.
Inherent risks related to post-employment benefits
Interest rate risk: a long-term interest rate is used to calculate the present value of post-employment liabilities. A reduction in this interest rate will increase the corresponding liability.
Wage growth risk: the present value of the liability is calculated using as reference the wages of the plan participants, projected with the average nominal wage growth rate. An increase in the real wages of plan participants will increase the corresponding liability.
Medical costs growth risk: the present value of the liability is calculated using as a reference the medical cost by age based on actual healthcare costs, projected based on the growth rate of medical services costs. An increase in the real medical costs will increase the corresponding liability.
Accounting policy
A provision for tax, civil (including environmental and regulatory) and labor risks is recognized when there is a present obligation as a result of a past event, it is probable that a disbursement will be required to settle the obligation, and the amount can be reliably estimated. These provisions are based on an assessment by Management, supported by opinions from internal and external legal advisors, considering the best estimates regarding the possible outcomes of the proceedings. The provisions are recognized in the statement of income, as operating or financial expense, according to the nature involved. The provisioned balances are monetarily adjusted or increased by financial charges, in line with the evolution of judicial or administrative proceedings and with the indexes applicable to each nature, as provided for in the internal contingency guidelines.
| F-58 |
|
|
| Ultrapar Participações S.A. and Subsidiaries | |
| Notes to the financial statements | |
| For the year ended December 31, 2025 |
a. Provisions for tax, civil and labor risks
The Company and its subsidiaries are parties to tax, civil and labor disputes at the administrative and judicial levels.
The table below presents the breakdown of provisions by nature and their changes:
|
Provisions |
Balance as of December 31, 2024 |
Additions |
Reversals |
Payments |
Interest |
Opening balance – acquisition of subsidiaries (i) |
Balance as of December 31, 2025 |
|||||||||||||
|
IRPJ and CSLL |
|
|
( |
) |
( |
) |
|
|
|
|||||||||||
|
Tax |
|
|
( |
) |
( |
) |
|
|
|
|||||||||||
|
Civil |
|
|
( |
) |
( |
) |
|
|
|
|||||||||||
|
Provision for indemnities (a.1) |
|
|
( |
) |
( |
) |
|
|
|
|||||||||||
|
Labor |
|
|
( |
) |
( |
) |
|
|
|
|||||||||||
|
Total |
|
|
( |
) |
( |
) |
|
|
|
|||||||||||
|
Current |
|
|
|
|
|
|
|
|||||||||||||
|
Non-current |
|
|
|
|
|
|
|
| (i) |
|
Provisions |
Balance as of December 31, 2023 |
Additions |
Reversals |
Payments |
Interest |
Balance as of December 31, 2024 |
|||||||||||
|
IRPJ and CSLL |
|
|
( |
) |
( |
) |
|
|
|||||||||
|
Tax |
|
|
( |
) |
( |
) |
|
|
|||||||||
|
Civil |
|
|
( |
) |
( |
) |
|
|
|||||||||
|
Provision for indemnities (a.1) |
|
|
( |
) |
( |
) |
|
|
|||||||||
|
Labor |
|
|
( |
) |
( |
) |
|
|
|||||||||
|
Total |
|
|
( |
) |
( |
) |
|
|
|||||||||
|
Current |
|
|
|
|
|
|
|||||||||||
|
Non-current |
|
|
|
|
|
|
|
Provisions |
Balance as of 12/31/2022 |
|
Additions |
|
Reversals |
|
Payments |
|
Interest |
|
Acquisition of subsidiary |
|
Balance as of 12/31/2023 |
|||||||
|
IRPJ and CSLL |
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
||||||
|
Tax |
|
|
|
|
( |
) |
|
( |
) |
|
|
|
|
|
|
|||||
|
Civil, environmental and regulatory claims |
|
|
|
|
( |
) |
|
( |
) |
|
|
|
|
|
|
|||||
|
Labor litigation |
|
|
|
|
( |
) |
|
( |
) |
|
|
|
|
|
|
|||||
|
Provision for indemnities (a. 1) |
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
||||||
|
Total |
|
|
|
|
( |
) |
|
( |
) |
|
|
|
|
|
|
|||||
|
Current |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Non-current |
|
|
|
|
|
|
|
|
|
|
|
|
|
| F-59 |
|
|
| Ultrapar Participações S.A. and Subsidiaries | |
| Notes to the financial statements | |
| For the year ended December 31, 2025 |
Balances of escrow deposits by nature are as follows:
|
|
12/31/2025 |
12/31/2024 |
|||
|
Tax |
|
|
|||
|
Labor |
|
|
|||
|
Civil |
|
|
|||
|
|
|
|
In the year ended December 31, 2025, the monetary variation on escrow deposits amounted to R$
a.1 Provision for indemnities
As a result of the sale of Oxiteno, completed on April 1, 2022, Ultrapar assumed contractual liability for losses related to acts prior to the closing of the transaction. The provision for potential reimbursement to Indorama, in the event the losses materialize, amounts to R$
Regarding the sale of Extrafarma, completed on August 1, 2022, whose liability for losses prior to the transaction was assumed by subsidiary Ipiranga, the provision for potential reimbursement to Pague Menos, in the event the losses materialize, is R$
b. Possible contingent liabilities
The Company and its subsidiaries are parties to administrative and legal proceedings for tax, civil and labor claims which, based on the assessment of the legal departments and the advice of external legal advisors, were classified as a possible loss. In accordance with the accounting practices adopted and the internal contingency guideline, these obligations do not meet the criteria for provision recognition and are therefore only disclosed in notes to the financial statements.
The contingent liabilities, classified as possible loss, by nature are as follows:
|
Possible contingent liabilities |
12/31/2025 |
12/31/2024 |
|||
|
Tax (b.1) |
|
|
|||
|
Civil (b.2) |
|
|
|||
|
Labor |
|
|
|||
|
|
|
|
| F-60 |
|
|
| Ultrapar Participações S.A. and Subsidiaries | |
| Notes to the financial statements | |
| For the year ended December 31, 2025 |
b.1 Contingent tax liabilities
The Company and its subsidiaries are parties to administrative and legal proceedings involving IRPJ and CSLL, mainly arising from denials of offset claims, which total R$
Additionally, subsidiary Ipiranga and its subsidiaries have legal proceedings related to ICMS totaling R$
In addition, subsidiary Ipiranga and its subsidiaries are discussing the offset of excise tax (“IPI”) credits related to raw materials used in the manufacturing of products subject to taxation, which were subsequently sold and were not subject to IPI under the tax immunity, in the amount of R$
Of the remaining amount of tax contingencies classified as potential losses, R$
b.2 Contingent civil liabilities
The Company and its subsidiaries have contingent liabilities for civil claims in the amount of R$
c. Lubricants operation between Ipiranga and Chevron
The provisions of shareholder Chevron’s liability amount to R$
Additionally, due to a business combination, on December 1, 2017, a provision of R$
| F-61 |
|
|
| Ultrapar Participações S.A. and Subsidiaries | |
| Notes to the financial statements | |
| For the year ended December 31, 2025 |
Because of the association between the Company and Extrafarma on January 31, 2014,
On February 15, 2023, August 9, 2023, February 28, 2024, August 7, 2024, February 26, 2025 and August 13, 2025, the Board of Directors confirmed the issuance of
As set out in the association agreement between the Company and Extrafarma of January 31, 2014 and due to the unfavorable decisions on some lawsuits with triggering events prior to January 31, 2014,
a. Share capital
As of December 31, 2025, the subscribed and paid-up capital consists of
On August 13, 2025, the Board of Directors confirmed the issuance of
On April 16, 2025 the Ordinary General Meeting approved the increase in the Company's capital in the total amount of R$
On February 26, 2025, the Board of Directors confirmed the issuance of
The price of the Company-issued shares on B3 as of December 31, 2025 was R$
As of December 31, 2025, there were
b. Equity instrument granted
The Company has a share-based incentive plan, which establishes the general terms and conditions for the concession of common shares issued by the Company and held in treasury (see Note 8.d). As of December 31, 2025, the balance of treasury shares granted with right of use was
c. Treasury shares
The Company acquired its own shares at market prices, without capital reduction, to be held in treasury and to be subsequently disposed of or cancelled.
| F-62 |
|
|
| Ultrapar Participações S.A. and Subsidiaries | |
| Notes to the financial statements | |
| For the year ended December 31, 2025 |
As of December 31, 2025, the balance was R$
|
|
|
12/31/2025 |
|
12/31/2024 |
||
|
Balance of unrestricted shares held in treasury |
|
|
|
|
||
|
Balance of treasury shares granted with right of use |
|
|
|
|
||
|
Total balance of treasury shares |
|
|
|
|
d. Capital reserve
The capital reserve reflects the gain or loss on the disposal of shares for concession of usufruct to executives of the Company's subsidiaries, when the plan is finalized, as mentioned in Note 8.d., because of the association with Extrafarma in 2014, the Company recognized an increase in the capital reserve in the amount of R$
e. Revaluation reserve
The revaluation reserve, recognized prior to the adoption of the international accounting standards (IFRS Accounting Standards), reflects the revaluation of assets of subsidiaries and is based on depreciation, write-off, or disposal of the revalued assets of the subsidiaries, as well as the tax effects recognized by these subsidiaries.
f. Profit reserves
f.1 Legal reserve
Under Brazilian Corporate Law the Company is required to allocate
f.2 Investments statutory reserve
In compliance with Article 194 of the Brazilian Corporate Law and Article 54 of the Bylaws, this reserve is aimed to protect the integrity of the Company’s assets and to supplement its share capital, in order to allow new investments to be made. As provided for in its bylaws, the Company may allocate up to
The investments reserve is free of distribution restrictions and totaled R$
g. Accumulated other comprehensive income
| (i) | Gains and losses on the hedging instruments of exchange rate related to firm commitment and highly probable transactions designated as cash flows hedges are recognized in equity as “Accumulated other comprehensive income”. Gains and losses are reclassified to initial cost of non-financial assets recognized in the statement of income at the moment of paid-off of the hedge instrument. |
| (ii) | The variation in exchange rates on assets, liabilities and profit or loss of foreign associates with a functional currency different from the functional currency of the Company and its own management is recognized directly in equity. This cumulative effect is reflected in profit or loss as a gain or loss only in case of disposal or write-off of the investment. |
| F-63 |
|
|
| Ultrapar Participações S.A. and Subsidiaries | |
| Notes to the financial statements | |
| For the year ended December 31, 2025 |
| (iii) | Actuarial gains and losses relating to post-employment benefits, calculated based on a valuation conducted by an independent actuary, are recognized in equity under the heading “Accumulated other comprehensive income”. Gains and losses recorded in equity are not reclassified to profit or loss in subsequent periods. |
| (iv) | The Company also recognizes in this line item the effect of changes in the non-controlling interest in subsidiaries that do not result in loss of control. This amount corresponds to the difference between the amount by which the non-controlling interest was adjusted and the fair value of the consideration received or paid and represents a transaction with shareholders. |
Balance and changes in Accumulated other comprehensive income of the Company are as follows:
|
|
Fair value of cash flow hedging instruments (i) |
|
Fair value of financial investments (ii) |
|
Cumulative translation adjustments of associates |
|
Actuarial gain/(loss) of post-employment benefits (iii) |
|
Non-controlling shareholders interest change (iv) |
|
Others |
|
Total |
|||||||
|
As of December 31, 2022 |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|||||||
|
Changes in fair value of financial instruments |
( |
) |
|
|
|
|
|
|
|
|
|
|
( |
) | ||||||
|
IRPJ and CSLL on fair value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Actuarial gains of own and subsidiaries’ post-employment benefits |
|
|
|
|
|
|
( |
) |
|
|
|
|
( |
) | ||||||
|
IRPJ and CSLL on actuarial gains |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
As of December 31, 2023 |
( |
) |
|
|
|
|
( |
) |
|
|
|
|
|
|||||||
|
Changes in fair value of financial instruments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
IRPJ and CSLL on fair value |
( |
) |
|
|
|
|
|
|
|
|
|
|
( |
) | ||||||
|
Actuarial gains of own and subsidiaries’ post-employment benefits |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
IRPJ and CSLL on actuarial gains |
|
|
|
|
|
|
( |
) |
|
|
|
|
( |
) | ||||||
|
Currency translation adjustment of foreign associates |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
As of December 31, 2024 |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|||||||
|
Changes in fair value of financial instruments |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|||||||
|
Actuarial gains of own and subsidiaries’ post-employment benefits |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
IRPJ and CSLL on actuarial gains |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Currency translation adjustment of foreign associates |
|
|
|
|
( |
) |
|
|
|
|
|
|
( |
) | ||||||
|
As of December 31, 2025 |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
h. Allocation of income for the year
On August 9, 2023, the distribution of interim dividends, attributed to the mandatory minimum dividend, of R$
| F-64 |
|
|
| Ultrapar Participações S.A. and Subsidiaries | |
| Notes to the financial statements | |
| For the year ended December 31, 2025 |
On February 26, 2025, the Board of Directors approved the distribution of dividends for the year 2024 in the amount of R$
On August 13, 2025, the Board of Directors approved the distribution of interim dividends in the amount of R$
The management's proposal for the allocation of net income for 2025 and for distribution of dividends is as follows:
|
Allocation of net income |
12/31/2025 |
12/31/2024 |
12/31/2023 |
|||||
|
Net income for the year attributable to shareholders of Ultrapar |
|
|
|
|||||
|
Legal reserve ( |
( |
) |
( |
) |
( |
) | ||
|
Adjusted net income (basis for dividends) |
|
|
|
|||||
|
Minimum mandatory dividends for the year ( |
|
|
|
|||||
|
Interim dividends already distributed (R$ |
( |
) |
( |
) |
( |
) | ||
|
Interim dividends already distributed (R$ |
( |
) |
|
|||||
|
Additional dividends to the minimum mandatory dividends |
|
|
|
|||||
|
Balance of proposed dividends payable (R$ |
|
|
|
|||||
|
|
|
|
|
|||||
|
Allocation of dividends |
|
|
|
|||||
|
Minimum mandatory dividends for the year ( |
|
|
|
|||||
|
Additional dividends to the minimum mandatory dividends |
|
|
|
|||||
|
Total amount of dividends distributed |
|
|
|
|||||
|
|
|
|
|
|||||
|
Allocation of net income |
|
|
|
|||||
|
Legal reserve ( |
|
|
|
|||||
|
Statutory reserve |
|
|
|
|||||
|
Minimum mandatory dividends for the year ( |
|
|
|
|||||
|
Additional dividends to the minimum mandatory dividends |
|
|
|
|||||
|
Total distribution of net income for the year attributable to shareholders of Ultrapar |
|
|
|
Changes in dividends payable are as follows:
|
Balance as of December 31, 2022 |
|
|
|
Provisions |
|
|
|
Prescribed dividends |
( |
) |
|
Payments |
( |
) |
|
Balance as of December 31, 2023 |
|
|
|
Dividends payable |
|
|
|
Dividends prescribed |
( |
) |
|
Payments |
( |
) |
|
Balance as of December 31, 2024 |
|
|
|
Provisions |
|
|
|
Payments |
( |
) |
|
Balance as of December 31, 2025 |
|
| F-65 |
|
|
| Ultrapar Participações S.A. and Subsidiaries | |
| Notes to the financial statements | |
| For the year ended December 31, 2025 |
The Company presents its results by nature in the statement of income and details below its costs, expenses and other operating results by nature:
|
|
2025 |
|
2024 |
|
2023 |
|||
|
Raw materials and materials for use and consumption |
( |
) |
|
( |
) |
|
( |
) |
|
Personnel expenses |
( |
) |
|
( |
) |
|
( |
) |
|
Freight and storage |
( |
) |
|
( |
) |
|
( |
) |
|
Depreciation and amortization |
( |
) |
|
( |
) |
|
( |
) |
|
Services provided by third parties |
( |
) |
|
( |
) |
|
( |
) |
|
Purchase of electricity (a) |
( |
) |
|
( |
) |
|
|
|
|
Decarbonization obligation (b) |
( |
) |
|
( |
) |
|
( |
) |
|
Amortization of right-of-use assets |
( |
) |
|
( |
) |
|
( |
) |
|
Advertising and marketing |
( |
) |
|
( |
) |
|
( |
) |
|
Bonuses and commissions |
( |
) |
|
( |
) |
|
( |
) |
|
Taxes and fees |
( |
) |
|
( |
) |
|
( |
) |
|
Other expenses and income, net (c) |
|
|
|
|
( |
) | ||
|
Total |
( |
) |
|
( |
) |
|
( |
) |
|
Classified as: |
|
|
|
|
|
|||
|
Cost of products and services sold |
( |
) |
|
( |
) |
|
( |
) |
|
Selling and marketing |
( |
) |
|
( |
) |
|
( |
) |
|
General and administrative |
( |
) |
|
( |
) |
|
( |
) |
|
Other operating income (expenses), net (c) |
|
|
( |
) |
|
( |
) | |
|
Total |
( |
) |
|
( |
) |
|
( |
) |
| (a) | |
| (b) | |
| (c) |
| F-66 |
|
|
| Ultrapar Participações S.A. and Subsidiaries | |
| Notes to the financial statements | |
| For the year ended December 31, 2025 |
|
|
2025 |
|
2024 |
|
2023 |
||||
|
Financial income: |
|
|
|
|
|
||||
|
Interest on financial investments |
|
|
|
|
|
||||
|
Interest from customers |
|
|
|
|
|
||||
|
Update of subscription warrants (see Note 19) |
|
|
|
|
|
||||
|
Selic interest on PIS/COFINS credits (a) |
|
|
|
|
|
||||
|
Other finance income |
|
|
|
|
|
||||
|
|
|
|
|
|
|
||||
|
Financial expenses: |
|
|
|
|
|
||||
|
Interest on loans, financing and financial instruments |
( |
) |
|
( |
) |
|
( |
) | |
|
Interest on leases payable |
( |
) |
|
( |
) |
|
( |
) | |
|
Update of subscription warrants (see Note 19) |
( |
) |
|
|
|
( |
) | ||
|
Bank charges, financial transactions tax, and other taxes |
( |
) |
|
( |
) |
|
( |
) | |
|
Foreign exchange variations, net of gain (loss) on derivative financial instruments |
( |
) |
|
( |
) |
|
|
||
|
Update of provisions and other expenses |
( |
) |
|
( |
) |
|
( |
) | |
|
|
( |
) |
|
( |
) |
|
( |
) | |
|
Total |
( |
) |
|
( |
) |
|
( |
) |
| (a) |
| F-67 |
|
|
| Ultrapar Participações S.A. and Subsidiaries | |
| Notes to the financial statements | |
| For the year ended December 31, 2025 |
The table below presents a reconciliation of numerators and denominators used in computing earnings per share. The Company has a stock plan and subscription warrants, as mentioned in Notes 8.d and 19, respectively.
|
|
2025 |
|
|
|
|
|||||||||
|
|
Continuing Operations |
Discontinued Operations |
Total |
|
2024 |
|
2023 |
|||||||
|
Basic earnings per share |
|
|
|
|
|
|
|
|||||||
|
Net income for the year of the Company |
|
( |
) |
|
|
|
|
|
||||||
|
Weighted average number of shares outstanding (in thousands) |
|
|
|
|
|
|
|
|||||||
|
Basic earnings per share - R$ |
|
( |
) |
|
|
|
|
|
||||||
|
Diluted earnings per share |
|
|
|
|
|
|
|
|||||||
|
Net income for the year of the Company |
|
( |
) |
|
|
|
|
|
||||||
|
Weighted average number of outstanding shares (in thousands), including dilution effects |
|
|
|
|
|
|
|
|||||||
|
Diluted earnings per share - R$ |
|
( |
) |
|
|
|
|
|
||||||
|
Weighted average number of shares (in thousands) |
|
|
|
|
|
|
|
|||||||
|
Weighted average number of shares for basic earnings per share |
‐ |
‐ |
|
|
|
|
|
|||||||
|
Dilution effect |
|
|
|
|
|
|
|
|||||||
|
Subscription warrants |
‐ |
‐ |
|
|
|
|
|
|||||||
|
Stock plan |
‐ |
‐ |
|
|
|
|
|
|||||||
|
Weighted average number of shares for diluted earnings per share |
‐ |
‐ |
|
|
|
|
|
|||||||
Earnings per share were adjusted retrospectively by the issuance of
| F-68 |
|
|
| Ultrapar Participações S.A. and Subsidiaries | |
| Notes to the financial statements | |
| For the year ended December 31, 2025 |
The segments shown in these financial statements are strategic business units supplying different products and services. Intersegment sales are made considering the conditions negotiated between the parties.
The main segments are presented in the table below:
|
Segment |
Main activities |
|
Ultragaz |
Distribution of liquefied petroleum gas (LPG) in the segments: bulk, comprising condominiums, trade, services, industries and agribusiness; and bottled, mainly comprising residential consumers. To expand the offer of energy solutions to its customers, the company also operates in the segments of renewable energy solutions and compressed natural gas. |
|
Ipiranga |
Distribution and sale of oil-related products, biofuels and similar products (gasoline, ethanol, diesel, fuel oil, kerosene, natural gas for vehicles, and lubricants) to service stations that operate under the Ipiranga brand throughout Brazil and to major consumers and carrier-reseller-retailer (TRRs), as well as in the convenience stores and automotive services segments. |
|
Ultracargo |
Operates in specialized liquid bulk storage solutions in the main logistics centers of Brazil. |
|
Hidrovias (1) |
Operations in logistics solutions and waterway and multimodal infrastructure, in Brazil and abroad. |
| (1) | As of May 2025, through the acquisition of control according to Note 27.b, the Company began to report Hidrovias as a new operating segment. |
a. Geographic area information
The subsidiaries generate revenue from operations in Brazil, as well as from exports of products and services to foreign customers, as disclosed below:
|
|
2025 |
|
2024 |
|
2023 |
|||
|
Net revenue from sales and services: |
|
|
|
|
|
|||
|
Brazil |
|
|
|
|
|
|||
|
Europe |
|
|
|
|
|
|||
|
United States of America and Canada |
|
|
|
|
|
|||
|
Other Latin American countries |
|
|
|
|
|
|||
|
Oceania |
|
|
|
|
|
|||
|
Others |
|
|
|
|
|
|||
|
Total |
|
|
|
|
|
| F-69 |
|
|
| Ultrapar Participações S.A. and Subsidiaries | |
| Notes to the financial statements | |
| For the year ended December 31, 2025 |
b. Financial information related to segments
The main financial information of each of the continuing operations of the Company’s segments is as follows.
|
12/31/2025 |
|||||||||||||||||||||||
|
Profit or loss |
Ipiranga |
Ultragaz |
Ultracargo |
Hidrovias (3) |
Others (1) (2) |
Subtotal Segments |
Eliminations |
Total |
|||||||||||||||
|
Net revenue from sales and services |
|
|
|
|
|
|
( |
) |
|
||||||||||||||
|
Transactions with third parties |
|
|
|
|
|
|
‐ |
|
|||||||||||||||
|
Intersegment transactions |
|
|
|
|
|
|
( |
) |
‐ |
||||||||||||||
|
Cost of products and services sold |
( |
) |
( |
) |
( |
) |
( |
) |
|
( |
) |
|
( |
) | |||||||||
|
Gross profit |
|
|
|
|
|
|
( |
) |
|
||||||||||||||
|
Operating income (expenses) |
|
|
|
|
|
|
|
|
|||||||||||||||
|
Selling and marketing |
( |
) |
( |
) |
( |
) |
( |
) |
|
( |
) |
|
( |
) | |||||||||
|
General and administrative |
( |
) |
( |
) |
( |
) |
( |
) |
( |
) |
( |
) |
|
( |
) | ||||||||
|
Gain (loss) on disposal of assets |
|
( |
) |
( |
) |
|
|
|
|
|
|||||||||||||
|
Other operating income (expenses), net |
|
|
|
( |
) |
|
|
|
|
||||||||||||||
|
Operating income (loss) |
|
|
|
|
( |
) |
|
|
|
||||||||||||||
|
Share of profit (loss) of subsidiaries, joint ventures and associates |
( |
) |
|
|
( |
) |
( |
) |
( |
) |
|
( |
) | ||||||||||
|
Amortization of fair value adjustments on associates acquisition |
|
|
( |
) |
|
|
( |
) |
|
( |
|||||||||||||
|
Gain on acquisition of control of associate |
|
|
|
|
|
|
|
|
|||||||||||||||
|
Total share of profit (loss) of subsidiaries, joint ventures and associates |
( |
) |
|
|
|
( |
) |
( |
) |
|
( |
) | |||||||||||
|
Income (loss) before financial result and income and social contribution taxes |
|
|
|
|
( |
) |
|
|
|
||||||||||||||
|
Depreciation and amortization (a) |
|
|
|
|
|
|
( |
) |
|
||||||||||||||
|
Amortization of contractual assets with customers - exclusivity rights |
|
|
|
|
|
|
|
|
|||||||||||||||
|
Amortization of right-of-use assets |
|
|
|
|
|
|
|
|
|||||||||||||||
|
Amortization of fair value adjustments on associates acquisition |
|
|
|
|
|
|
|
|
|||||||||||||||
|
Total depreciation and amortization |
|
|
|
|
|
|
( |
) |
|
||||||||||||||
| (a) | The amount is net of PIS and COFINS on depreciation in the amount of R$ |
| F-70 |
|
|
| Ultrapar Participações S.A. and Subsidiaries | |
| Notes to the financial statements | |
| For the year ended December 31, 2025 |
|
12/31/2024 |
||||||||||||||||||||
|
Profit or loss |
Ipiranga |
Ultragaz |
Ultracargo |
Others (1) (2) |
Subtotal Segments |
Eliminations |
Total |
|||||||||||||
|
Net revenue from sales and services |
|
|
|
|
|
( |
) |
|
||||||||||||
|
Transactions with third parties |
|
|
|
( |
) |
|
‐ |
|
||||||||||||
|
Intersegment transactions |
|
|
|
|
|
( |
) |
‐ |
||||||||||||
|
Cost of products and services sold |
( |
) |
( |
) |
( |
) |
|
( |
) |
|
( |
) | ||||||||
|
Gross profit |
|
|
|
|
|
( |
) |
|
||||||||||||
|
Operating income (expenses) |
|
|
|
|
|
|
|
|||||||||||||
|
Selling and marketing |
( |
) |
( |
) |
( |
) |
( |
) |
( |
) |
|
( |
) | |||||||
|
General and administrative |
( |
) |
( |
) |
( |
) |
( |
) |
( |
) |
|
( |
) | |||||||
|
Gain (loss) on disposal of assets |
|
|
( |
) |
|
|
|
|
||||||||||||
|
Other operating income (expenses), net |
( |
) |
|
|
|
( |
) |
|
( |
) | ||||||||||
|
Operating income (loss) |
|
|
|
( |
) |
|
|
|
||||||||||||
|
Share of profit (loss) of subsidiaries, joint ventures and associates |
( |
) |
|
|
( |
) |
( |
) |
|
( |
) | |||||||||
|
Amortization of fair value adjustments on associates acquisition |
|
|
( |
) |
|
( |
) |
|
( |
|||||||||||
|
Total share of profit (loss) of subsidiaries, joint ventures and associates |
( |
) |
|
|
( |
) |
( |
) |
|
( |
) | |||||||||
|
Income (loss) before financial result and income and social contribution taxes |
|
|
|
( |
) |
|
|
|
||||||||||||
|
Depreciation and amortization (a) |
|
|
|
|
|
( |
) |
|
||||||||||||
|
Amortization of contractual assets with customers - exclusivity rights |
|
|
|
|
|
|
|
|||||||||||||
|
Amortization of right-of-use assets |
|
|
|
|
|
|
|
|||||||||||||
|
Amortization of fair value adjustments on associates acquisition |
|
|
|
|
|
|
|
|||||||||||||
|
Total depreciation and amortization |
|
|
|
|
|
( |
) |
|
||||||||||||
| (a) | The amount is net of PIS and COFINS on depreciation in the amount of R$ |
| F-71 |
|
|
| Ultrapar Participações S.A. and Subsidiaries | |
| Notes to the financial statements | |
| For the year ended December 31, 2025 |
|
12/31/2023 |
||||||||||||||||||||
|
Profit or loss |
Ipiranga (Restated) (3) |
Ultragaz |
Ultracargo |
Others (1) (2) (Restated) (4) |
Subtotal Segments |
Eliminations |
Total |
|||||||||||||
|
Net revenue from sales and services |
|
|
|
|
|
( |
) |
|
||||||||||||
|
Transactions with third parties |
|
|
|
|
|
‐ |
|
|||||||||||||
|
Intersegment transactions |
|
|
|
|
|
( |
) |
‐ |
||||||||||||
|
Cost of products and services sold |
( |
) |
( |
) |
( |
) |
|
( |
) |
|
( |
) | ||||||||
|
Gross profit |
|
|
|
|
|
( |
) |
|
||||||||||||
|
Operating income (expenses) |
|
|
|
|
|
|
|
|||||||||||||
|
Selling and marketing |
( |
) |
( |
) |
( |
) |
( |
) |
( |
) |
|
( |
) | |||||||
|
General and administrative |
( |
) |
( |
) |
( |
) |
( |
) |
( |
) |
|
( |
) | |||||||
|
Results from disposal of property, plant and equipment and intangible assets |
|
|
|
( |
) |
|
( |
) |
|
|||||||||||
|
Other operating income (expenses), net |
( |
) |
|
|
|
( |
) |
|
( |
) | ||||||||||
|
Operating income (loss) |
|
|
|
( |
) |
|
( |
) |
|
|||||||||||
|
Share of profit (loss) of subsidiaries, joint ventures and associates |
( |
) |
|
|
|
|
|
|
||||||||||||
|
Income (loss) before financial result and income and social contribution taxes |
|
|
|
( |
) |
|
( |
) |
|
|||||||||||
|
Depreciation and amortization (a) |
|
|
|
|
|
( |
) |
|
||||||||||||
|
Amortization of contractual assets with customers - exclusivity rights |
|
|
|
|
|
|
|
|||||||||||||
|
Amortization of right-of-use assets |
|
|
|
|
|
|
|
|||||||||||||
|
Total depreciation and amortization |
|
|
|
|
|
( |
) |
|
||||||||||||
| (a) | The amount is net of PIS and COFINS on depreciation in the amount of R$ |
| (1) | Includes in the line “General and administrative and Revenue from sale of goods” the amount of R$ |
| (2) | The “Others” column refers to the parent Ultrapar and subsidiaries Imaven, Ultrapar International, UVC Investimentos, Eaí Clube Automobilista and share of profit (loss) of joint venture RPR and of Hidrovias while associate. |
| (3) | The “Hidrovias” segment is composed of Hidrovias (HBSA3), which became consolidated in May 2025, and its parent company Ultra Logística, direct subsidiary of Ultrapar, and therefore, the reported numbers may contain differences with the numbers reported by Hidrovias (HBSA3). |
| (4) | Refers to a change on the corporate structure which the companies Eaí and Millenium became part of Ipiranga consolidated, being restated in 2023 for comparability purposes. |
| F-72 |
|
|
| Ultrapar Participações S.A. and Subsidiaries | |
| Notes to the financial statements | |
| For the year ended December 31, 2025 |
c. Assets by segment
|
12/31/2025 |
||||||||||||||||||||
|
Assets |
Ipiranga |
Ultragaz |
Ultracargo |
Hidrovias (1) |
Others (2) |
Subtotal Segments |
Total |
|||||||||||||
|
Investments |
|
|
|
|
|
|
|
|||||||||||||
|
Property, plant and equipment |
|
|
|
|
|
|
|
|||||||||||||
|
Intangible assets |
|
|
|
|
|
|
|
|||||||||||||
|
Right-of-use assets |
|
|
|
|
|
|
|
|||||||||||||
|
Other current and non-current assets |
|
|
|
|
|
|
|
|||||||||||||
|
Total assets (excluding intersegment transactions) |
|
|
|
|
|
|
|
|||||||||||||
|
12/31/2024 |
|||||||||||||||||
|
Assets |
Ipiranga |
Ultragaz |
Ultracargo |
Others (2) |
Subtotal Segments |
Total |
|||||||||||
|
Investments |
|
|
|
|
|
|
|||||||||||
|
Property, plant and equipment |
|
|
|
|
|
|
|||||||||||
|
Intangible assets |
|
|
|
|
|
|
|||||||||||
|
Right-of-use assets |
|
|
|
|
|
|
|||||||||||
|
Other current and non-current assets |
|
|
|
|
|
|
|||||||||||
|
Total assets (excluding intersegment transactions) |
|
|
|
|
|
|
|||||||||||
| (1) | The “Hidrovias” column is composed of Hidrovias and its parent company Ultra Logística, a direct subsidiary of Ultrapar, which is not part of Hidrovias segment, and therefore, the reported numbers may contain differences with the numbers reported by Hidrovias. |
| (2) | The “Others” column refers to the parent Ultrapar and subsidiaries Imaven, Ultrapar International, UVC Investimentos, Eaí Clube Automobilista and share of profit (loss) of joint venture RPR. |
| F-73 |
|
|
| Ultrapar Participações S.A. and Subsidiaries | |
| Notes to the financial statements | |
| For the year ended December 31, 2025 |
Accounting policy
Financial instruments are classified and measured as follows:
| • |
Amortized cost: financial instruments held in order to collect and comply with contractual cash flows, solely principal and interest. Interest earned, losses and foreign exchange variations are recognized in profit or loss and balances are stated at amortized cost using the effective interest rate method. |
| • | Measured at fair value through other comprehensive income: financial instruments contracted for the purpose of collecting contractual cash flows or selling financial assets. The balances are stated at fair value, and interest earned, losses and foreign exchange variations are recognized in profit or loss. Differences between fair value and initial amount of financial investments plus interest earned and foreign exchange variations are recognized in equity under “Accumulated other comprehensive income”. Accumulated gains and losses recognized in equity are reclassified to profit or loss at the time of their settlement. |
| • | Measured at fair value through profit or loss: financial instruments that were not classified as amortized cost or as measured at fair value through other comprehensive income. Balances are stated at fair value. Interest earned, foreign exchange variations and changes in fair value are recognized in profit or loss. Investment funds and derivatives are classified as measured at fair value through profit or loss. |
| • | Hedge accounting – fair value hedge: financial instrument used to hedge exposure to changes in the fair value of an item, attributable to a particular risk, which can affect profit or loss. |
| • | Hedge accounting – cash flow hedge: financial instruments used to hedge the exposure to variability in cash flows that is attributable to a risk associated with an asset or liability or highly probable transaction or firm commitment that may affect profit or loss. |
| • | Hedge accounting – hedge of investments in foreign operations: financial instruments used to hedge exposure on net investments in foreign subsidiaries due to the fact that the local functional currency is different from the functional currency of the Company. |
Classes and categories of financial instruments and their fair values
The balances of financial instrument assets and liabilities and the measurement criteria are presented in accordance with the following categories:
| (a) | Level 1 – prices negotiated (without adjustment) in active markets for identical assets or liabilities; |
| (b) | Level 2 – inputs other than prices negotiated in active markets included in Level 1 and observable for the asset or liability, either directly (as prices) or indirectly (derived from prices); and |
| (c) | Level 3 - inputs for assets or liabilities that are not based on observable market variables (unobservable inputs). |
| F-74 |
|
|
| Ultrapar Participações S.A. and Subsidiaries | |
| Notes to the financial statements | |
| For the year ended December 31, 2025 |
|
|
|
Level |
|
Carrying value |
Carrying value |
Fair value |
||||||||||||
|
12/31/2025 |
Note |
|
|
Measured at fair value through profit or loss |
|
Measured at amortized cost |
Total |
|
||||||||||
|
Financial assets: |
|
|
|
|
|
|
|
|
||||||||||
|
Cash and cash equivalents |
|
|
|
|
|
|
|
|
||||||||||
|
Cash and banks |
4.a |
|
|
|
|
|
|
|
||||||||||
|
Securities and funds in local currency |
4.a |
Level 2 |
|
|
|
|
|
|
||||||||||
|
Securities and funds in foreign currency |
4.a |
|
|
|
|
|
|
|
||||||||||
|
Financial investments |
|
|
|
|
|
|
|
|
||||||||||
|
Securities and funds in local currency |
4.b |
Level 2 |
|
|
|
|
|
|
||||||||||
|
Securities and funds in foreign currency |
4.b |
|
|
|
|
|
|
|
||||||||||
|
Derivative financial instruments |
|
|
|
|
|
|
|
|
||||||||||
|
Financial |
26.f |
Level 2 |
|
|
|
|
|
|
||||||||||
|
Operational |
26.f |
Level 2 |
|
|
|
|
|
|
||||||||||
|
Energy trading futures contracts |
26.h |
Level 2 |
|
|
|
|
|
|
||||||||||
|
Trade receivables |
5.a |
|
|
|
|
|
|
|
||||||||||
|
Reseller financing |
5.a |
|
|
|
|
|
|
|
||||||||||
|
Related parties |
8 |
|
|
|
|
|
|
|
||||||||||
|
Other receivables and other assets |
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Total |
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Financial liabilities: |
|
|
|
|
|
|
|
|
||||||||||
|
Financing and debentures |
15.a |
Level 2 |
|
|
|
|
|
|
||||||||||
|
Derivative financial instruments |
|
|
|
|
|
|
|
|
||||||||||
|
Financial |
26.f |
Level 2 |
|
|
|
|
|
|
||||||||||
|
Operational |
26.f |
Level 2 |
|
|
|
|
|
|
||||||||||
|
Energy trading futures contracts |
26.h |
Level 2 |
|
|
|
|
|
|
||||||||||
|
Trade payables |
16.a |
|
|
|
|
|
|
|
||||||||||
|
Trade payables - reverse factoring |
|
|
|
|
|
|
|
|
||||||||||
|
Subscription warrants – indemnification |
19 |
Level 1 |
|
|
|
|
|
|
||||||||||
|
Financial liabilities of customers |
|
|
|
|
|
|
|
|
||||||||||
|
Contingent consideration |
|
|
|
|
|
|
|
|
||||||||||
|
Related parties |
8 |
|
|
|
|
|
|
|
||||||||||
|
Other payables |
|
|
|
|
|
|
|
|
||||||||||
|
Total |
|
|
|
|
|
|
|
|
||||||||||
| F-75 |
|
|
| Ultrapar Participações S.A. and Subsidiaries | |
| Notes to the financial statements | |
| For the year ended December 31, 2025 |
|
|
|
Level |
|
Carrying value |
Carrying value |
|
Fair value |
|||||||||||
|
12/31/2024 |
Note |
|
|
Measured at fair value through profit or loss |
|
Measured at amortized cost |
Total |
|
|
|||||||||
|
Financial assets: |
|
|
|
|
|
|
|
|
|
|||||||||
|
Cash and cash equivalents |
|
|
|
|
|
|
|
|
|
|||||||||
|
Cash and banks |
4.a |
|
|
|
|
|
|
|
|
|||||||||
|
Securities and funds in local currency |
4.a |
|
|
|
|
|
|
|
|
|||||||||
|
Securities and funds in foreign currency |
4.a |
|
|
|
|
|
|
|
|
|||||||||
|
Financial investments |
|
|
|
|
|
|
|
|
|
|||||||||
|
Securities and funds in local currency |
4.b |
Level 2 |
|
|
|
|
|
|
|
|||||||||
|
Securities and funds in foreign currency |
4.b |
|
|
|
|
|
|
|
|
|||||||||
|
Derivative financial instruments |
|
|
|
|
|
|
|
|
|
|||||||||
|
Financial |
26.f |
Level 2 |
|
|
|
|
|
|
|
|||||||||
|
Operational |
26.f |
Level 2 |
|
|
|
|
|
|
|
|||||||||
|
Energy trading futures contracts |
26.h |
Level 2 |
|
|
|
|
|
|
|
|||||||||
|
Trade receivables |
5.a |
|
|
|
|
|
|
|
|
|||||||||
|
Reseller financing |
5.a |
|
|
|
|
|
|
|
|
|||||||||
|
Related parties |
8 |
|
|
|
|
|
|
|
|
|||||||||
|
Other receivables and other assets |
- |
|
|
|
|
|
|
|
|
|||||||||
|
Total |
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Financial liabilities: |
|
|
|
|
|
|
|
|
|
|||||||||
|
Financing and debentures |
15.a |
Level 2 |
|
|
|
|
|
|
|
|||||||||
|
Derivative financial instruments |
|
|
|
|
|
|
|
|
|
|||||||||
|
Financial |
26.f |
Level 2 |
|
|
|
|
|
|
|
|||||||||
|
Operational |
26.f |
Level 2 |
|
|
|
|
|
|
|
|||||||||
|
Energy trading futures contracts |
26.h |
Level 2 |
|
|
|
|
|
|
|
|||||||||
|
Trade payables |
16.a |
- |
|
|
|
|
|
|
|
|||||||||
|
Trade payables - reverse factoring |
16.b |
- |
|
|
|
|
|
|
|
|||||||||
|
Subscription warrants – indemnification |
19 |
Level 1 |
|
|
|
|
|
|
|
|||||||||
|
Financial liabilities of customers |
- |
- |
|
|
|
|
|
|
|
|||||||||
|
Contingent consideration |
28.a |
- |
|
|
|
|
|
|
|
|||||||||
|
Other payables |
- |
- |
|
|
|
|
|
|
|
|||||||||
|
Total |
|
|
|
|
|
|
|
|
|
|||||||||
| F-76 |
|
|
| Ultrapar Participações S.A. and Subsidiaries | |
| Notes to the financial statements | |
| For the year ended December 31, 2025 |
The fair value of financial instruments measured at Level 2 is described below:
Securities and funds in local currency: Estimated at the fund unit value as of the date of the financial statements, which corresponds to their fair value.
Derivative instruments: Estimated based on the US dollar futures contracts and the future curves of the DI x fixed rate and DI x IPCA contracts, quoted on B3 on the closing date.
Energy trading futures contracts: The fair value considers: (i) the prices established in recent purchases and sales; and (ii) the market price projected in the availability period. Whenever the fair value at initial recognition differs from the transaction price for these contracts, a gain or loss is recognized.
Financing and debentures: Estimated based on the US dollar futures contracts and the future curves of the DI x fixed rate and DI x IPCA contracts, quoted on B3 on the closing date. The fair value calculation of notes in the foreign market used the quoted price in the market.
Financial risk management
The Company and its subsidiaries are exposed to strategic/operational risks and economic/financial risks. Operational/strategic risks (including demand behavior, competition, technological innovation, and material changes in the industry) are addressed by the Company’s management model.
Economic/financial risks primarily reflect default of customers, behavior of macroeconomic variables, such as commodities prices, exchange and interest rates, as well as the characteristics of the financial instruments used and their counterparties. These risks are managed through specific strategies and control policies.
The Company has a financial risk policy approved by its Board of Directors (“Policy”). In accordance with the Policy, the main objectives of financial management are to preserve the value and liquidity of financial assets and ensure financial resources for the development of the business, including expansions. The main financial risks considered in the Policy are market risks (currencies, interest rates and commodities), liquidity and credit.
The Financial Risk Committee is responsible for monitoring the compliance with the Policy and deciding on any cases of non-compliance. The Audit and Risk Committee (“CAR”) advises the Board of Directors in the efficiency of controls and in the review of the Risk Management Policy. The Risk, Integrity and Audit Director monitors the compliance with the Policy and reports to CAR and the Board of Directors the exposure to the risks and any cases of non-compliance with the Policy.
| F-77 |
|
|
| Ultrapar Participações S.A. and Subsidiaries | |
| Notes to the financial statements | |
| For the year ended December 31, 2025 |
The Company and its subsidiaries are exposed to the following risks, which are mitigated and managed using specific financial instruments:
|
Risks |
|
Exposure origin |
|
Management |
|
Market risk - exchange rate |
|
|
|
|
|
Market risk - interest rate |
|
|
|
|
|
Market risk - commodity prices |
|
|
|
|
|
Credit risk |
|
|
|
|
|
Liquidity risk |
|
|
|
|
a. Market risk - exchange and interest rates
Currency risk management is guided by neutrality of currency exposures and considers the risks associated to changes in exchange rates. The Company considers as its main exposure the assets and liabilities in foreign currency.
The Company and its subsidiaries use foreign exchange hedging instruments to protect their assets, liabilities, receipts, disbursements and investments in foreign currencies. These instruments aim to reduce the effects of foreign exchange variations, within the exposure limits of its Policy.
As to the interest rate risk, the Company and its subsidiaries raise and invest funds mainly linked to the DI. The Company seeks to maintain most of its financial assets and liabilities with floating interest rates, adopting instruments that hedge against the risk of changes in interest rates.
| F-78 |
|
|
| Ultrapar Participações S.A. and Subsidiaries | |
| Notes to the financial statements | |
| For the year ended December 31, 2025 |
The assets and liabilities exposed to foreign currency, translated to Reais, and/or exposed to floating interest rates are shown below:
|
|
|
|
Exchange rate |
|
Interest rate |
|||||||||||||||
|
|
Note |
Currency |
12/31/2025 |
|
12/31/2024 |
Currency |
12/31/2025 |
|
12/31/2024 |
|||||||||||
|
Assets |
|
|
|
|
|
|
|
|
|
|||||||||||
|
Cash, cash equivalents, and financial investments |
4.a |
USD |
|
|
|
DI |
|
|
|
|||||||||||
|
Trade receivables, net of allowance for expected credit losses |
5.a |
USD |
|
|
|
- |
|
|
|
|||||||||||
|
Other assets in foreign currency |
- |
USD |
|
|
|
- |
|
|
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Liabilities |
|
|
|
|
|
|
|
|
|
|||||||||||
|
Loans, financing and debentures (1) |
15.a |
USD/ EUR/ JPY |
( |
) |
|
( |
) |
DI |
( |
) |
|
( |
) | |||||||
|
Loans – FINEP |
15.a |
|
|
|
|
TJLP |
( |
) |
|
( |
) | |||||||||
|
Foreign suppliers (2) |
16.a |
USD |
( |
) |
|
( |
) |
- |
|
|
|
|||||||||
|
Other liabilities in foreign currency |
- |
USD |
( |
) |
|
( |
) |
‐ |
|
|
|
|||||||||
|
|
|
|
( |
) |
|
( |
) |
|
( |
) |
|
( |
) | |||||||
|
Derivative instruments |
26.f |
USD / EUR / JPY |
|
|
|
DI |
( |
) |
|
( |
) | |||||||||
|
|
|
|
|
|
( |
) |
|
( |
) |
|
( |
) | ||||||||
|
Net liability position - equity |
|
|
|
|
|
|
|
|
|
|||||||||||
|
Net liability position - profit or loss |
|
|
( |
) |
|
( |
) |
|
( |
) |
|
( |
) | |||||||
| (1) | |
| (2) |
|
| F-79 |
|
|
| Ultrapar Participações S.A. and Subsidiaries | |
| Notes to the financial statements | |
| For the year ended December 31, 2025 |
Sensitivity analysis with devaluation of the Real and interest rate increase
|
|
Exchange rate - Real devaluation (i) |
|
Interest rate increase (ii) |
||
|
Effect on profit or loss |
( |
) |
|
|
|
|
Effect on equity |
|
|
|
||
|
Total |
|
|
|
| (i) | |
| (ii) |
|
b. Market risk - commodity prices
The Company and its subsidiaries are exposed to commodity price risk, mainly in relation to diesel and gasoline, affected by macroeconomic and geopolitical factors.
The foreign exchange derivative instruments and commodities designated as fair value hedge are concentrated in subsidiary Ipiranga. The objective is to convert the cost of the imported product from fixed to variable until fuel blending, aligning it to the sales price. Ipiranga uses over-the-counter derivatives for this hedge operation, aligning them with the value of the inventories of imported product.
To mitigate this risk, the Company continuously monitors the market and uses hedge operations with derivative contracts, traded on the stock exchange and the over-the-counter market.
|
Derivative |
|
Fair value (R$ thousand) |
|
Possible scenario (∆ of 10% - R$ thousand) |
||||||||||||
| 12/31/2025 | 12/31/2024 | 12/31/2025 | 12/31/2024 | |||||||||||||
|
Commodity forward |
|
|
|
( |
) |
|
( |
) |
|
( |
) | |||||
| (1) | The table above shows the positions of derivative financial instruments to hedge commodity price risk as of December 31, 2025 and December 31, 2024, in addition to a sensitivity analysis considering a valuation of |
| F-80 |
|
|
| Ultrapar Participações S.A. and Subsidiaries | |
| Notes to the financial statements | |
| For the year ended December 31, 2025 |
c. Credit risk
Credit risk is related to the possibility of non-compliance with a commitment by a counterparty in a transaction. Credit risk is managed strategically and arises from cash equivalents, financial investments, derivative financial instruments and trade receivables, among others.
c.1 Financial institutions and government
The credit risk of financial institutions and governments related to cash and cash equivalents, financial investments and derivative financial instruments as of December 31, 2025, by counterparty rating, is summarized below:
|
|
|
Fair value |
||||
|
Counterparty credit rating |
|
12/31/2025 |
|
12/31/2024 |
||
|
AAA |
|
|
|
|
||
|
AA |
|
|
|
|
||
|
A |
|
|
|
|
||
|
Others |
|
|
|
|
||
|
Total |
|
|
|
|
||
c.2 Trade receivables
Credit granting is managed in subsidiaries based on policies and criteria specific to each business segment. The process includes credit analysis, the establishment of limits and required guarantees, with approval at predefined approval levels.
The subsidiaries manage credit throughout the customer’s life cycle, with specific processes for monitoring credit risk and renegotiating or executing credit, as applicable.
For further information on the allowance for expected credit losses, see Note 5.b.
d. Liquidity risk
Liquidity risk is the possibility of the Company facing difficulties to comply with its financial obligations, which must be settled with payments or other financial assets.
The main sources of liquidity of the Company and its subsidiaries arise from:
| (i) | cash and financial investments; |
| (ii) | cash flow generated by its operations; and |
| (iii) | loans. |
| F-81 |
|
|
| Ultrapar Participações S.A. and Subsidiaries | |
| Notes to the financial statements | |
| For the year ended December 31, 2025 |
The table below presents a summary of financial liabilities and leases payable as of December 31, 2025 by the Company and its subsidiaries, listed by maturity. The amounts presented are the contractual undiscounted cash flows, and may differ from the amounts disclosed in the statement of financial position:
|
|
Less than 1 year |
Between 1 and 3 years |
Between 3 and 5 years |
More than 5 years |
Total |
|||||||||
|
Loans including future contractual interest (1) (2) |
|
|
|
|
|
|||||||||
|
Derivative instruments (3) |
|
|
|
|
|
|||||||||
|
Trade payables |
|
|
|
|
|
|||||||||
|
Trade payables - reverse factoring |
|
|
|
|
|
|||||||||
|
Leases payable |
|
|
|
|
|
|||||||||
|
Financial liabilities of customers |
|
|
|
|
|
|||||||||
|
Other payables |
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
| (1) | |
| (2) | |
| (3) |
e. Capital management
The Company manages and optimizes its capital structure based on indicators to ensure business continuity while maximizing return to its shareholders.
Capital structure is comprised of net debt (loans, financing and debentures according to Note 15 and leases payable according to Note 12.b after deduction of cash, cash equivalents and financial investments according to Note 4), and the “financial” derivative financial instruments, assets and liabilities, according to Note 25 Classes and categories of financial instruments and their fair values, and equity.
The Company may change its capital structure according to economic and financial conditions. Moreover, the Company also seeks to improve its return on invested capital by implementing efficient working capital management and a selective investment program.
Annually, the Company and its subsidiaries revise their capital structure, evaluating the cost of capital and the risks associated with each class of capital including the leverage ratio analysis, which is determined as the ratio between net debt and equity.
The leverage ratio at the end of the year is as follows:
|
|
|
12/31/2025 |
|
12/31/2024 |
|
|
|
Gross debt and lease payable (a) |
|
|
|
|
|
|
|
Cash, cash equivalents, and short-term investments (b) |
|
|
|
|
|
|
|
Financial instruments (c) |
|
|
|
|
|
|
|
Net debt = (a) - (b) - (c) |
|
|
|
|
|
|
|
Equity |
|
|
|
|
|
|
|
Net debt-to-equity ratio |
|
|
|
|
|
f. Selection and use of derivative financial instruments
In selecting derivative instruments, the Company considers the estimated rates of return, risks, liquidity, calculation methodology for the carrying and fair values, and the applicable documentation.
Derivative financial instruments are used to hedge identified risks, at amounts that do not exceed
| F-82 |
|
|
| Ultrapar Participações S.A. and Subsidiaries | |
| Notes to the financial statements | |
| For the year ended December 31, 2025 |
The table below summarizes the gross balance of the position of derivative instruments contracted as well as of the gains (losses) that affect the equity and the statement of income of the Company and its subsidiaries:
|
Derivatives designated as hedge accounting |
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Product |
|
Contracted rates |
|
Maturity |
|
Notional amount (2) |
|
Fair value as of 12/31/2025 |
|
Gains (losses) as of 12/31/2025 |
|||||||||
|
|
|
Assets |
Liabilities |
|
|
|
12/31/2025 |
|
Assets |
|
Liabilities |
|
Profit or loss |
|
Fair value adjustment of debt |
||||
|
Foreign exchange swap (1) |
|
|
|
|
|
|
USD |
|
|
|
( |
) |
|
( |
) |
|
|
||
|
Foreign exchange swap (1) |
|
|
|
|
|
|
EUR |
|
|
|
( |
) |
|
( |
) |
|
|
||
|
Foreign exchange swap (1) |
|
|
|
|
|
|
JPY |
|
|
|
|
|
( |
) |
|
( |
) | ||
|
Foreign exchange swap (1) |
|
|
|
|
|
|
USD |
|
|
|
( |
) |
|
( |
) |
|
|
||
|
Interest rate swap (1) |
|
|
|
|
|
|
BRL |
|
|
|
|
|
|
|
( |
) | |||
|
Interest rate swap (1) |
|
|
|
|
|
|
BRL |
|
|
|
( |
) |
|
( |
) |
|
|
||
|
Interest rate swap (1) |
|
|
|
|
|
|
BRL |
|
|
|
( |
) |
|
|
|
( |
) | ||
|
Commodity forward (1) |
|
|
|
|
|
|
USD |
|
|
|
( |
) |
|
|
|
|
|||
|
NDF (1) |
|
|
|
|
|
|
USD |
|
|
|
( |
) |
|
|
|
|
|||
|
|
|
|
|
|
|
|
Total - designated |
|
|
|
( |
) |
|
( |
) |
|
( |
) | |
|
Derivatives not designated as hedge accounting |
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Foreign exchange swap |
|
|
|
|
|
|
USD |
|
|
|
|
|
( |
) |
|
|
|||
|
Foreign exchange swap |
|
|
|
|
|
|
USD |
|
|
|
( |
) |
|
( |
) |
|
|
||
|
Interest rate swap |
|
|
|
|
|
|
USD |
|
|
|
|
|
( |
) |
|
|
|||
|
NDF |
|
|
|
|
|
|
USD |
|
|
|
( |
) |
|
( |
) |
|
|
||
|
Commodity forward |
|
|
|
|
|
|
USD |
|
|
|
( |
) |
|
|
|
|
|||
|
Interest rate swap |
|
|
|
|
|
|
USD |
|
|
|
( |
) |
|
( |
) |
|
|
||
|
|
|
|
|
|
|
|
Total - not designated |
|
|
|
( |
) |
|
( |
) |
|
|
||
|
|
|
|
|
|
|
|
Total |
|
|
|
( |
) |
|
( |
) |
|
( |
) | |
|
|
|
|
|
|
|
|
Current |
|
|
|
( |
) |
|
|
|
|
|||
|
|
|
|
|
|
|
|
Non-current |
|
|
|
( |
) |
|
|
|
|
|||
| (1) | |
| (2) |
| F-83 |
|
|
| Ultrapar Participações S.A. and Subsidiaries | |
| Notes to the financial statements | |
| For the year ended December 31, 2025 |
|
Derivatives designated as hedge accounting |
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Product |
|
Contracted rates |
|
Maturity |
|
Notional amount (2) |
|
Fair value as of 12/31/2024 |
|
Gains (losses) as of 12/31/2024 |
|||||||||
|
|
|
Assets |
Liabilities |
|
|
|
12/31/2024 |
|
Assets |
|
Liabilities |
|
Profit or loss |
|
Fair value adjustment of debt |
||||
|
Foreign exchange swap (1) |
|
|
|
|
|
|
USD |
|
|
|
( |
) |
|
|
|
|
|||
|
Foreign exchange swap (1) |
|
|
|
|
|
|
EUR |
|
|
|
|
|
|
|
( |
) | |||
|
Foreign exchange swap (1) |
|
|
|
|
|
|
JPY |
|
|
|
( |
) |
|
|
|
|
|||
|
Foreign exchange swap (1) |
|
|
|
|
|
|
USD |
|
|
|
|
|
|
|
( |
) | |||
|
Interest rate swap (1) |
|
|
|
|
|
|
BRL |
|
|
|
|
|
( |
) |
|
|
|||
|
Interest rate swap (1) |
|
|
|
|
|
|
BRL |
|
|
|
( |
) |
|
( |
) |
|
|
||
|
Interest rate swap (1) |
|
|
|
|
|
|
BRL |
|
|
|
( |
) |
|
( |
) |
|
|
||
|
Commodity forward (1) |
|
|
|
|
|
|
USD |
|
|
|
( |
) |
|
( |
) |
|
|
||
|
NDF (1) |
|
|
|
|
|
|
USD |
|
|
|
( |
) |
|
( |
) |
|
|
||
|
|
|
|
|
|
|
|
Total - designated |
|
|
|
( |
) |
|
( |
) |
|
|
||
|
Derivatives not designated as hedge accounting |
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Foreign exchange swap |
|
|
|
|
|
|
USD |
|
|
|
|
|
|
|
|
||||
|
NDF |
|
|
|
|
|
|
USD |
|
|
|
( |
) |
|
|
|
|
|||
|
Commodity forward |
|
|
|
|
|
|
USD |
|
|
|
( |
) |
|
|
|
|
|||
|
Interest rate swap |
|
|
|
|
|
|
USD |
|
|
|
( |
) |
|
( |
) |
|
|
||
|
|
|
|
|
|
|
|
Total - not designated |
|
|
|
( |
) |
|
|
|
|
|||
|
|
|
|
|
|
|
|
Total |
|
|
|
( |
) |
|
|
|
|
|||
|
|
|
|
|
|
|
|
Current |
|
|
|
( |
) |
|
|
|
|
|||
|
|
|
|
|
|
|
|
Non-current |
|
|
|
( |
) |
|
|
|
|
|||
| (1) | Derivative financial instruments designated for fair value hedge accounting (see Note 25.g.1). |
| (2) | Currency as indicated. |
| F-84 |
|
|
| Ultrapar Participações S.A. and Subsidiaries | |
| Notes to the financial statements | |
| For the year ended December 31, 2025 |
|
Derivatives designated as hedge accounting |
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Product |
|
Contracted rates |
|
Maturity |
|
Notional amount (3) |
|
Fair value as of 12/31/2023 |
|
Gains (losses) as of 12/31/2023 |
|||||||||
|
|
|
Assets |
Liabilities |
|
|
|
12/31/2023 |
|
Assets |
|
Liabilities |
|
Profit or loss |
|
Fair value adjustment of debt - R$ |
||||
|
Foreign exchange swap (2) |
|
|
|
|
|
|
USD |
|
|
|
( |
) |
|
( |
) |
|
|
||
|
Foreign exchange swap (1) |
|
|
|
|
|
|
USD |
|
|
|
( |
) |
|
( |
) |
|
( |
) | |
|
Foreign exchange swap (1) |
|
|
|
|
|
|
EUR |
|
|
|
( |
) |
|
( |
) |
|
|
||
|
Foreign exchange swap (1) |
|
|
|
|
|
|
JPY |
|
|
|
( |
) |
|
( |
) |
|
( |
) | |
|
Interest rate swap (1) |
|
|
|
|
|
|
BRL |
|
|
|
|
|
|
|
( |
||||
|
Interest rate swap (1) |
|
|
|
|
|
|
BRL |
|
|
|
( |
) |
|
|
|
( |
) | ||
|
Commodity forward (1) |
|
|
|
|
|
|
USD |
|
|
|
( |
) |
|
( |
) |
|
|
||
|
NDF (1) |
|
|
|
|
|
|
USD |
|
|
|
( |
) |
|
|
|
|
|||
|
|
|
|
|
|
|
|
Total - designated |
|
|
|
( |
) |
|
( |
) |
|
( |
) | |
|
Derivatives not designated as hedge accounting |
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Foreign exchange swap |
|
|
|
|
|
|
USD |
|
|
|
( |
) |
|
( |
) |
|
|
||
|
NDF |
|
|
|
|
|
|
USD |
|
|
|
( |
) |
|
( |
) |
|
|
||
|
Commodity forward |
|
|
|
|
|
|
USD |
|
|
|
( |
) |
|
|
|
|
|||
|
Interest rate swap |
|
|
|
|
|
|
USD |
|
|
|
( |
) |
|
|
|
|
|||
|
|
|
|
|
|
|
|
Total - not designated |
|
|
|
( |
) |
|
( |
) |
|
|
||
|
|
|
|
|
|
|
|
Total |
|
|
|
( |
) |
|
( |
) |
|
( |
) | |
| (1) | Derivative financial instruments designated for fair value hedge accounting (see Note 25.g.1). |
| (2) | |
| (3) | Currency as indicated. |
| F-85 |
|
|
| Ultrapar Participações S.A. and Subsidiaries | |
| Notes to the financial statements | |
| For the year ended December 31, 2025 |
g. Hedge accounting
The Company and its subsidiaries use derivative and non-derivative financial instruments for hedging purposes and test, throughout the duration of the hedge, their effectiveness, as well as the changes in their fair value.
The hedged items and the hedging instruments have a high correspondence, since the contracted instruments have characteristics equivalent to the transactions considered as the hedged item. The Company and its subsidiaries designated a hedge ratio for transactions designated as hedge accounting, since the underlying risks of the hedging instruments correspond to the risks of the hedged items.
The Company and its subsidiaries discontinue the hedge accounting when the hedging instrument is settled, the hedged item ceases to exist or the hedge no longer meets the requirements for hedge accounting due to the absence of an economic relationship between the hedged item and the hedging instrument.
g.1 Fair value hedge
The Company and its subsidiaries use derivative financial instruments such as fair value hedge to mitigate the risk of variations in interest and exchange rates, which affect the amount of contracted debts. As of December 31, 2025, no material ineffectiveness was identified in fair value hedge operations.
g.2 Cash flow hedge
As of December 31, 2025, the Company and its subsidiaries do not have cash flow hedges.
h. Financial instruments (energy trading futures contracts)
The Company’s subsidiaries operate in the Free Contracting Environment (ACL) and have entered into bilateral energy purchase and sale contracts with different market players. Accordingly, they assume short and long-term commitments. As a result of mismatched operations, they assume energy surplus or deficit positions, which are measured at a future market price curve (forward curve). Therefore, the Company designates these contracts as financial instruments, according to IFRS 9, at the beginning of the contract, to include the recording of the correct exposure to the risk of future purchase and sale transactions of bilateral contracts.
Sensitivity analysis – level 2 hierarchy
|
|
|
|
12/31/2025 |
|
12/31/2024 |
||||||||||||||
|
|
Valuation technique |
|
Fair value of energy contracts |
Sensitivity of inputs to fair value (a) |
|
Fair value of energy contracts |
Sensitivity of inputs to fair value (a) |
||||||||||||
| Financial assets |
Discounted cash flow method |
|
|
||||||||||||||||
|
|
|
|
- |
|
|
|
- |
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Financial liabilities |
|
|
|
|
|
|
|
|
|||||||||||
|
|
|
|
- |
|
|
|
- |
|
|||||||||||
| (a) |
| F-86 |
|
|
| Ultrapar Participações S.A. and Subsidiaries | |
| Notes to the financial statements | |
| For the year ended December 31, 2025 |
a. Contracts
Subsidiary Ultracargo Logística has agreements related to its port facilities in Aratu, Suape, Itaqui and Vila do Conde. Such contracts establish a minimum cargo movement, as shown below:
|
Port |
Minimum movement per year |
Maturity |
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
If the annual movement is less than the minimum contractual movement, the subsidiary is liable to pay the difference between the effective movement and the minimum contractual movement, based on the port tariff rates in effect on the date established for payment. As of December 31, 2025, these rates were R$
Subsidiary Hidrovias has long-term contracts with some of its customers, with minimum volume and tariff requirements pre-agreed and adjusted according to the contract. The performance of a new long-term contract with customers tends to have a significant positive effect on its net revenues, while losing an existing material contract would have the opposite effect.
Hidrovias and its subsidiaries have some long-term contracts in the corridors with the following maturity dates:
|
Segment |
Expiration |
|
|
South Corridor: |
|
|
|
|
||
|
|
||
|
North Corridor: |
|
|
|
|
||
|
|
||
|
|
||
|
Santos |
|
|
|
|
||
|
|
| F-87 |
|
|
| Ultrapar Participações S.A. and Subsidiaries | |
| Notes to the financial statements | |
| For the year ended December 31, 2025 |
a. Acquisition of service stations from Pão de Açúcar Group by subsidiary Millennium
On June 10, 2024, through its subsidiary Centro de Conveniências Millenium Ltda., the Company signed a contract for the acquisition of
During the year ended December 31, 2025, the acquisition of
b. Hidrovias do Brasil S.A.
In 2023, the Company began the process of acquiring an interest in Hidrovias do Brasil S.A. (“Hidrovias”), through the purchase of a
On May 7, 2024, subsidiary Ultra Logística completed the purchase of
Subsequently, throughout the first quarter of 2025, subsidiary Ultra Logística acquired additional shares of Hidrovias through trading on the Stock Exchange (“B3”) in the amount of R$
In the second quarter of 2025, Ultra Logística acquired a total of
The acquisition of control occurred in May 2025, with the approval of the capital increase in Hidrovias. On that occasion, the share capital of Hidrovias was increased by R$
The Company, based on applicable accounting standards and with the support of a company specialized in valuations, calculated the definitive amounts for the allocation of the Purchase Price Allocation (PPA), with the identification of assets acquired and liabilities assumed measured at fair value and the recognition of the final goodwill in the amount of R$
| F-88 |
|
|
| Ultrapar Participações S.A. and Subsidiaries | |
| Notes to the financial statements | |
| For the year ended December 31, 2025 |
The table below summarizes the balances of assets acquired and liabilities assumed at the acquisition date recognized at fair value:
|
Assets |
|
|
|
Cash and cash equivalents |
|
|
|
Bonds and other securities |
|
|
|
Trade receivables |
|
|
|
Inventories |
|
|
|
Recoverable taxes |
|
|
|
Prepaid expenses |
|
|
|
Related parties |
|
|
|
Other receivables |
|
|
|
Assets of subsidiaries held for sale |
|
|
|
Escrow deposits |
|
|
|
Deferred tax assets |
|
|
|
Other investments |
|
|
|
Property, plant and equipment, net |
|
|
|
Intangible assets, net |
|
|
|
Right-of-use asset, net |
|
|
|
Derivative instruments |
|
|
|
Liabilities |
|
|
|
Loans and financing |
|
|
|
Trade payables |
|
|
|
Salaries and related charges |
|
|
|
Taxes payable, income and social contribution taxes payable |
|
|
|
Deferred tax liabilities |
|
|
|
Legal claims |
|
|
|
Advances from customers |
|
|
|
Leases payable |
|
|
|
Other payables |
|
|
|
Liabilities of subsidiaries held for sale |
|
|
|
Derivative instruments |
|
| F-89 |
|
|
| Ultrapar Participações S.A. and Subsidiaries | |
| Notes to the financial statements | |
| For the year ended December 31, 2025 |
|
Goodwill based on expected future profitability |
|
|
|
Non-controlling interests(1) |
|
|
|
Assets and liabilities consolidated in the opening balance |
|
|
|
|
|
|
|
Assets acquired |
|
|
|
Liabilities assumed |
( |
) |
|
Goodwill based on expected future profitability |
|
|
|
Final investment in |
|
|
|
|
|
|
|
Reversal of the non-cash effect of the acquisition |
|
|
|
Gain on acquisition of control of associate |
( |
) |
|
Share of profit (loss) of subsidiaries, joint ventures and associates before acquisition of control |
|
|
|
Acquisition value - cash |
|
|
|
|
||
|
Cash and cash equivalents acquired |
( |
) |
|
Net cash from transaction |
|
| (1) |
The gain in the acquisition of control of an associate results from the change in its corporate classification, from associate to subsidiary, after a series of acquisitions in stages with the objective of acquiring control. Until then, the investment was accounted for under the equity method, in accordance with IAS 28. With the acquisition of control, assets, liabilities, revenues and expenses are fully consolidated, in accordance with IFRS 10. In line with the provisions of IFRS 3, the previously held interest was measured at fair value on the acquisition date, and the effects of this revaluation were recognized in the investment goodwill, as required by the accounting standard. In view of the various stages of acquisitions of Hidrovias, two revaluation effects were recognized on the investment goodwill, as shown in the table below:
| F-90 |
|
|
| Ultrapar Participações S.A. and Subsidiaries | |
| Notes to the financial statements | |
| For the year ended December 31, 2025 |
|
Revaluation of investment |
|
|
|
Revaluation of investment (from financial asset to associate) - IFRS 9 / IAS 28 (1) |
|
|
|
Revaluation of investment (from associate to subsidiary) - IAS 28 / IFRS 3 (2) |
|
|
|
Gain on acquisition of control of associate |
|
|
|
Write-off of accumulated effects in equity before control - IAS 28 / IFRS 3 (2) |
|
|
|
Total |
|
| (1) | |
| (2) |
After acquiring control of Hidrovias, the Company, through its subsidiary, acquired additional interests. Such acquisitions do not fall within the scope of business combinations for the purposes of price and goodwill allocation. Therefore, the difference between the price paid and the equity value of the shares acquired was recorded in equity, under acquisition of shares from shareholders. Through these additional acquisitions, the interest in Hidrovias on December 31, 2025 was
From the date of acquisition until December 31, 2025, Hidrovias contributed to the Company with net revenue of R$
c. Ultragaz Comercializadora de Energia (formerly WTZ Participações S.A.)
On September 1, 2024, through its subsidiary Cia Ultragaz, the Company acquired
Ultragaz Comercializadora was founded in 2015 and its main activities are the sale of electric energy in the free market and energy management, with a national presence.
The initial payment, including the capital contribution in the amount of R$
| F-91 |
|
|
| Ultrapar Participações S.A. and Subsidiaries | |
| Notes to the financial statements | |
| For the year ended December 31, 2025 |
The following table summarizes the consolidated balances of assets acquired and liabilities at the acquisition date, recognized at fair value:
|
Assets |
|
|
|
Cash and cash equivalents |
|
|
|
Trade receivables |
|
|
|
Recoverable taxes |
|
|
|
Prepaid expenses |
|
|
|
Other receivables |
|
|
|
Other investments |
|
|
|
Property, plant and equipment, net |
|
|
|
Intangible assets, net |
|
|
|
Derivative instruments |
|
|
|
Liabilities |
|
|
|
Loans and financing |
|
|
|
Trade payables |
|
|
|
Salaries and related charges |
|
|
|
Taxes payable, income and social contribution taxes payable |
|
|
|
Other payables |
|
|
|
Goodwill based on expected future profitability |
|
|
|
Non-controlling interests |
|
|
|
Assets and liabilities consolidated in the opening balance |
|
|
|
Assets acquired |
|
|
|
Liabilities assumed |
|
|
|
Goodwill based on expected future profitability |
|
|
|
Acquisition value |
|
|
|
Comprised by: |
|
|
|
Cash |
|
|
|
Acquisition of ownership interest via capital contribution (as non-controlling interests) |
|
|
|
Contingent consideration settled |
|
|
|
Contingent consideration to be settled |
|
|
|
Total consideration |
|
|
|
Net cash outflow resulting from acquisition |
|
|
|
Initial consideration in cash |
|
|
|
Contingent consideration settled |
|
|
|
Contingent consideration to be settled |
|
|
|
Cash and cash equivalents acquired |
( |
) |
|
Acquisition value |
|
| F-92 |
|
|
| Ultrapar Participações S.A. and Subsidiaries | |
| Notes to the financial statements | |
| For the year ended December 31, 2025 |
On December 1, 2025, Neodiesel Ltda., indirect subsidiary of Ultrapar Participações S.A., completed the acquisition of
Petrovila is headquartered in Betim/MG and has a consolidated presence in the state of Minas Gerais, operating in the Transporter-Reseller-Retailer (TRR) segment, carrying out the commercialization and transportation of bulk fuels to end consumers.
The initial payment by capital contribution was R$
The Company, based on applicable accounting standards and supported by an independent appraisal firm, is determining the statement of financial position as at the acquisition date, the fair value of assets and liabilities and, consequently, goodwill. The provisional goodwill determined is R$
The table below summarizes the consolidated balances of assets acquired and liabilities at the acquisition date, subject to adjustment for purchase price allocation and goodwill determination:
|
Assets |
|
|
|
Cash and cash equivalents |
|
|
|
Trade receivables |
|
|
|
Inventories |
|
|
|
Recoverable taxes |
|
|
|
Prepaid expenses |
|
|
|
Other receivables |
|
|
|
Right-of-use assets |
|
|
|
Property, plant and equipment, net |
|
|
|
Liabilities |
|
|
|
Loans and financing |
|
|
|
Trade payables |
|
|
|
Salaries and related charges |
|
|
|
Taxes payable, income and social contribution taxes payable |
|
|
|
Leases payable |
|
|
|
Other payables |
|
|
|
Goodwill based on expected future profitability |
|
|
|
Non-controlling interests |
|
|
|
Assets and liabilities consolidated in the opening balance |
|
| F-93 |
|
|
| Ultrapar Participações S.A. and Subsidiaries | |
| Notes to the financial statements | |
| For the year ended December 31, 2025 |
|
Assets acquired |
|
|
|
Liabilities assumed |
|
|
|
Goodwill based on expected future profitability |
|
|
|
Acquisition value |
|
|
|
Comprised by |
|
|
|
Acquisition of ownership interest via capital contribution (as non-controlling interests) |
|
|
|
Contingent consideration to be settled |
|
|
|
Total consideration |
|
|
|
Net cash outflow resulting from acquisition |
|
|
|
Initial consideration in cash |
( |
) |
|
Cash and cash equivalents acquired |
|
|
|
Acquisition value |
( |
) |
e. Neoagro Diesel S.A
On November 17, 2025, Neodiesel Ltda., indirect subsidiary of Ultrapar Participações S.A., completed the acquisition of
Neoagro is headquartered in Uruçuí, in the state of Piauí, and operates predominantly in that state in the Transporter-Reseller-Retailer (TRR) segment, carrying out the commercialization and transportation of bulk fuels to end consumers.
The initial payment totaled R$
The Company, based on applicable accounting standards and supported by an independent appraisal firm, is determining the statement of financial position as at the acquisition date, the fair value of assets and liabilities and, consequently, goodwill. The provisional goodwill determined is R$
| F-94 |
|
|
| Ultrapar Participações S.A. and Subsidiaries | |
| Notes to the financial statements | |
| For the year ended December 31, 2025 |
The following table summarizes the consolidated balances of assets acquired and liabilities at the acquisition date, subject to adjustment for purchase price allocation and goodwill determination:
|
Assets |
|
|
|
Cash and cash equivalents |
|
|
|
Property, plant and equipment, net |
|
|
|
Liabilities |
- |
|
|
Goodwill based on expected future profitability |
|
|
|
Non-controlling interests |
|
|
|
Assets and liabilities consolidated in the opening balance |
|
|
|
Assets acquired |
|
|
|
Liabilities assumed |
|
|
|
Goodwill based on expected future profitability |
|
|
|
Acquisition value |
|
|
|
Comprised by |
|
|
|
Cash |
|
|
|
Acquisition of ownership interest via capital contribution (as non-controlling interests) |
|
|
|
Contingent consideration to be settled |
|
|
|
Total consideration |
|
|
|
Net cash outflow resulting from acquisition |
|
|
|
Initial consideration in cash |
( |
) |
|
Cash and cash equivalents acquired |
|
|
|
Acquisition value |
( |
) |
| F-95 |
|
|
| Ultrapar Participações S.A. and Subsidiaries | |
| Notes to the financial statements | |
| For the year ended December 31, 2025 |
On September 1, 2023, through subsidiary Ultrapar Mobilidade Ltda., the Company acquired
Serra Diesel was established in 2006 and its main activity is the fuel trade carried out by a wholesale carrier-reseller-retailer, with presence in the southern region of Brazil.
The initial payment, including the capital contribution in the amount of R$
| F-96 |
|
|
| Ultrapar Participações S.A. and Subsidiaries | |
| Notes to the financial statements | |
| For the year ended December 31, 2025 |
|
Assets |
|
|
|
Cash and cash equivalents |
||
|
Trade receivables |
||
| Inventories | ||
| Recoverable taxes | ||
| Other receivables | ||
| Other investments | ||
| Right-of-use assets, net | ||
| Property, plant and equipment, net | ||
| Intangible assets, net | ||
|
Liabilities |
||
|
Loans and financing |
||
|
Trade payables |
||
|
Salaries and related charges |
||
|
Taxes payable, income and social contribution taxes payable |
||
|
Leases payable |
||
|
Other payables |
||
|
|
||
|
Goodwill based on expected future profitability |
||
|
Non-controlling interests |
||
|
Assets and liabilities consolidated in the opening balance |
||
|
|
||
|
Assets acquired |
||
|
Liabilities assumed |
||
|
Goodwill based on expected future profitability |
||
| Acquisition value | ||
|
Comprised by |
||
| Cash | ||
| Acquisition of ownership interest via capital contribution (as non-controlling interests) | ||
| Contingent consideration settled | ||
| Total consideration | ||
| Initial consideration in cash | ( |
) |
| Contingent consideration settled | ( |
) |
| Cash and cash equivalents acquired | ||
| Total | ( |
) |
| F-97 |
|
|
| Ultrapar Participações S.A. and Subsidiaries | |
| Notes to the financial statements | |
| For the year ended December 31, 2025 |
On July 1, 2023, through its subsidiary Ultracargo Logística S.A., the Company acquired a
The total amount of the operation is R$
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Assets |
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Cash and cash equivalents |
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Trade receivables |
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| Recoverable taxes |
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| Other receivables and other assets |
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| Property, plant and equipment, net |
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| Intangible assets, net | ||
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Liabilities |
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Loans and financing |
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Trade payables |
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Salaries and related charges |
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Taxes payable, income and social contribution taxes payable |
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Other payables |
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Fair value of investee’s assets and liabilities |
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| Fair value of assets and liabilities according to Ultracargo's interest |
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| Goodwill based on expected future profitability | ||
| Acquisition value |
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|
R$ |
Useful Life | Amortization method | ||
|
Licenses |
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Customer list and relationship |
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Total |
| F-98 |
|
|
| Ultrapar Participações S.A. and Subsidiaries | |
| Notes to the financial statements | |
| For the year ended December 31, 2025 |
a. Cabotagem purchase and sale agreement
On February 27, 2025, Hidrovias entered into an agreement for the sale of all shares in HB – Cabotagem (“Cabotagem”) to Companhia de Navegação Norsul (“Norsul”). The cabotage operation was acquired by Hidrovias in 2016 for the performance of a contract dedicated to the transportation of bauxite from the Porto Trombetas mine to the client's alumina refinery in Barcarena, expiring in 2034.
The total sale value (enterprise value) is R$
On November 3, 2025, the Company announced the completion of the sale of all of the shares of Cabotage after the compliance with all conditions precedent. As of December 31, 2025, Hidrovias determined the result from the completion of the transaction, as shown in the table below:
|
Total amount of the Cabotagem purchase and sale agreement. |
|
|
|
Debt balance in the reference statement of financial position |
( |
) |
|
Operation sale price |
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|
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Preliminary adjustments to working capital and net debt |
( |
) |
|
Cost on the investment write-off |
( |
) |
|
Realization of valuation adjustment in subsidiaries |
( |
) |
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Reversal of impairment (1) |
|
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Gain on disposal of investments before the effect of cessation of depreciation |
( |
) |
|
Cessation of depreciation |
( |
) |
|
Gain on disposal of investments after the effect of depreciation |
( |
) |
|
Deferred income and social contribution taxes |
( |
) |
|
Gain on disposal of investments, net |
( |
) |
| (1) |
| F-99 |
|
|
| Ultrapar Participações S.A. and Subsidiaries | |
| Notes to the financial statements | |
| For the year ended December 31, 2025 |
b. The results for the year and cash flows from discontinued operations as of December 31, 2025 are shown below:
|
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Final balance as of December 31, 2025 (1) |
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Net revenue from sales and services |
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Cost of services sold |
( |
) |
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Gross profit |
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Operating income (expenses) |
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General and administrative |
( |
) |
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Other operating income (expenses) |
|
|
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Gain (loss) on disposal of assets |
( |
) |
|
Operating income (loss) before financial result and taxes |
( |
) |
|
Financial income |
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Financial expenses |
( |
) |
|
Financial result, net |
( |
) |
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Operating income (loss) before income and social contribution taxes |
( |
) |
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Income and social contribution taxes |
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Current |
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|
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Deferred |
( |
) |
|
Profit (loss) for the period |
( |
) |
|
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Final balance as of 12/31/2025(1) |
|
|
Net cash provided by operating activities |
|
|
|
Net cash used in investing activities |
( |
) |
|
Net cash used in financing activities |
( |
) |
|
Increase (Decrease) in cash and cash equivalents |
( |
) |
| (1) |
For the parent company, in the statement of income for the year ended December 31, 2025, the share of profit (loss) of Cabotage, net of transactions with related parties, were reclassified as Discontinued Operation in the amount of R$ (
| F-100 |
|
|
| Ultrapar Participações S.A. and Subsidiaries | |
| Notes to the financial statements | |
| For the year ended December 31, 2025 |
a. Completion of the acquisition of interest in Virtu GNL
In January 2026, the acquisition of a
b. Financing from the Constitutional Fund by Ultracargo
On January 29, 2026, subsidiary Ultracargo Logística obtained financing using resources from the Northeast Constitutional Fund through Banco do Nordeste do Brasil – BNB, in the amount of R$
c. Foreign loan obtained by subsidiary Ipiranga Produtos de Petróleo S.A.
On February 19, 2026, the subsidiary Ipiranga Produtos de Petróleo S.A. entered into a foreign loan with JP Morgan, under the Loan 4.131 modality, in the amount of USD
d. External financing obtained by Ultracargo Logística S.A.
On March 30, 2026,
the Company entered into an external financing transaction in the amount of USD
e. Matters reported by the press
On March 26, 2026, the Company became aware of an investigation conducted by the Federal Public Prosecutor’s Office of the State of São Paulo (Ministério Público Federal do Estado de São Paulo), referred to as “Fisco Paralelo”, relating to an alleged scheme involving the early release of ICMS tax credits by public officials of the São Paulo State Department of Finance (Secretaria da Fazenda de São Paulo) through the engagement of certain law firms. According to media reports disclosed, the investigation contains references, to the Company’s subsidiary Ipiranga. As of the date of these financial statements, neither the Company nor Ipiranga has been formally notified by the competent authorities about the investigation.
Notwithstanding the foregoing the Company has engaged independent external advisors to conduct an independent review of the facts referenced in the media reports, and such review is ongoing.
Based on information available as of the date of these financial statements, the Company is unable to predict the duration, scope or ultimate outcome of this investigation, or any actions or proceedings that may be commenced or brought in connection therewith.
Management understands that, as of this date, the facts mentioned do not result in material impacts on the financial statements or operations of the controlled subsidiary Ipiranga or of the Group.
| F-101 |